Common use of COVENANTS BY THE CHARGOR Clause in Contracts

COVENANTS BY THE CHARGOR. The Chargor covenants that, for so long as any Secured Obligations remain outstanding: 3.1 he shall, on the date hereof, forthwith and from time to time deposit with the Chargee all certificates and other documents of title relating to the Charged Shares. 3.2 he shall deliver to the Chargee as security for the Secured Obligations in accordance with the terms of this Deed the following (on the date hereof) in form and substance acceptable to the Chargee: (a) original share certificates in respect of the Charged Shares; (b) blank, signed and undated instrument of transfer in respect of the Charged Shares (in the form set out in Schedule 2); (c) upon execution of this Deed, a notice of charge addressed by the Chargor to the Company (in the form set out in Schedule 3); (d) executed but undated letters of resignation and release together with executed letters of authority to date the same from the directors of the Company (in the form set out in Schedule 4); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 5); (f) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 6); and (g) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be made or become due in respect of the Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor; 3.4 he shall not except with the written consent of the Chargee: (a) create or permit to exist over all or part of the Charged Shares (or any interest therein) any Security Interest or other Encumbrance (other than created or expressly permitted to be created under this Deed) whether ranking prior to, pari passu with or behind the security contained in this Deed; (b) sell, transfer or otherwise dispose of the Charged Shares or any interest therein or attempt or agree to so dispose (other than permitted under this Deed); (c) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to be registered as, or become the holder of, the Charged Shares; (d) vote in favour of a resolution to amend, modify or change the memorandum and articles of association of the Company or any of its subsidiaries in any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the rights of the Chargee under this Deed; 3.5 to the extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 he shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which he may receive from time to time (including all notices of meetings of the shareholders of the Company); 3.7 at any time after the service of an Enforcement Notice, he shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct; 3.8 he shall not take or accept any Security Interest from the Company or, in relation to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, he shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 above) the Chargor shall hold all monies received by him on trust for the Chargee to satisfy the Secured Obligations; 3.10 he shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 he shall procure the entry in the share register of the Company the details of this Charge pursuant to Section 66(8) of the Act, and to have the Company submit a copy of such share register with the Registrar for registration pursuant to section 231 of the Act, and to ensure that the Company shall not file any change in the register or elect to cease registration of changes in the register without the consent of the Chargee.

COVENANTS BY THE CHARGOR. (1) The Chargor hereby covenants that, for so long as any Secured Obligations remain outstandingwith the Minister that during the continuance of this security the Chargor will at all times: 3.1 he shall(a) continue to be the holder of 100% of the issued share capital of NBI DAC other than the Special Share, on unless otherwise permitted under the date hereofProject Agreement; (b) upon the execution of this Deed, forthwith and from time to time deposit with the Chargee Minister and permit the Minister during the continuance of this security to hold and retain:- (i) all stock/share certificates and other documents of title relating to the Charged Shares. 3.2 he shall deliver to the Chargee as security for the Secured Obligations in accordance with the terms of this Deed the following (on the date hereof) in form and substance acceptable to the Chargee:Securities; (aii) original share certificates stock transfer forms in respect of the Charged SharesSecurities duly executed by the Chargor but undated and with the transferee details left blank; (biii) blank, signed undated letters of resignation from the directors of NBI DAC and undated instrument of transfer in respect of the Charged Shares authorisations (in the form set out in Schedule 2)Part 1 of the Third Schedule) to date those letters upon the occurrence of an Enforcement Event; (civ) upon execution of this Deed, a notice of charge addressed by the Chargor duly executed irrevocable voting proxy in relation to the Company (Securities in the form set out in Schedule 3)Part II of the Third Schedule; (dv) a duly executed but undated letters of resignation and release together with executed letters of authority dividend payment mandate in relation to date the same Securities in the from the directors set out in Part 1 of the Company Third Schedule; (vi) a duly executed authorisation in respect of the dating of the stock transfer forms, voting proxy and dividend payment mandate in the form set out in Schedule 4)Part III of the Second Schedule; (evii) an executed irrevocable letter of undertaking and confirmation such other documents as the Minister may from the Company time to time require for perfecting its title to the Chargee Securities (duly executed by or signed on behalf of the registered holder) or for vesting or enabling it to vest the same in itself or its nominees or in any purchasers to the form set out in Schedule 5)intent that the Minister may at any time following an Enforcement Event without notice present same for registration; (fc) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 6); and (g) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he shall duly and promptly pay (and shall indemnify the Chargee on demand against) all calls, calls instalments and or other payments which may be made or become due in respect of the Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf any of the Chargor; 3.4 he shall not except with Securities as and when the written consent of the Chargee: (a) create or permit same from time to exist over all or part of the Charged Shares (or any interest therein) any Security Interest or other Encumbrance (other than created or expressly permitted to be created under this Deed) whether ranking prior to, pari passu with or behind the security contained in this Deedtime become due; (bd) sell, transfer or otherwise dispose not (without the prior consent in writing of the Charged Shares or any interest therein or attempt or agree to so dispose (other than permitted under this Deed);Minister):- (ci) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to be registered asas holder of the Secured Assets or any part thereof; (ii) create or purport to create or permit to subsist any mortgage debenture charge lien or encumbrance (other than in favour of the Minister) on or over the Secured Assets or any part thereof or interest therein; or (iii) sell transfer or otherwise dispose of the Secured Assets or any part thereof or interest therein or attempt or agree to do so. (e) not knowingly cause (in so far as it is able to prevent same using all reasonable endeavours), or become permit to be done anything which may be expected to depreciate jeopardise or otherwise prejudice the holder ofvalue to the Minister of the Secured Assets hereby charged and/or assigned. (2) The Chargor hereby further covenants and agrees with the Minister:- (a) that the Minister and its nominees at the discretion of the Minister may on or after the occurrence of an Enforcement Event, exercise in the Charged Sharesname of the Chargor or otherwise at any time whether before or after demand for payment and without any further consent or authority on the part of the Chargor in respect of the Securities any voting rights and all powers given to trustees by law in respect of securities or property subject to a trust and any powers or rights which may be exercisable by the person in whose name the securities are registered or by the bearer thereof and such powers shall be exercised subject to the provisions of Clause 4; (b) that the Chargor shall immediately notify the Minister of any intention on the part of the Chargor to seek to have NBI DAC put under Court protection under the provisions of the Companies Xxx 0000; (c) that the Chargor will, if so required by the Minister, ensure that the Minister’s interest in the Securities is recorded in the shareholders’ register; (d) vote in favour that the Chargor shall, on or after the occurrence of a resolution to amendan Enforcement Event, modify or change the memorandum and articles of association of the Company transfer all or any of its subsidiaries in the Securities and the benefit of any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the rights of the Chargee under this Deed; 3.5 Agreements to the extent Minister or to such nominees wheresoever situate or agents as the Minister may select and that all the same is within Securities shall be held at the control expense risk and responsibility of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 he shall promptly forward (e) that the Chargor will not create or purport to create any subsequent mortgage charge assignment or other disposition affecting the Chargee all material noticesSecured Assets or any part thereof or interest therein, reports, accounts and other documents relating to the Charged Shares which he may receive from time to time (including all notices of meetings of the shareholders of the Company)save for Permitted Security; 3.7 at (f) that the Chargor will not permit any time after person other than the service of an Enforcement NoticeChargor, he shall exercise all voting and other rights and powers which may at the Minister, the Minister's nominee, any time receiver appointed hereunder or any purchaser from the Minister or any such receiver to be exercisable by the registered as holder of the Charged Shares as the Chargee may in its absolute discretion directSecured Assets, other than pursuant to any Permitted Security; 3.8 he shall (g) that there is not take or accept any Security Interest from now pending against the Company or, in relation Chargor nor is there to the best of the Chargor's knowledge or belief being threatened any litigation or any proceedings which might affect the Secured ObligationsAssets or the continued operation of NBI DAC’s business; and (h) that, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so if requested by the Chargee or otherwise required hereunderMinister, he shall not approve a liquidation or winding up it will deposit the original Agreements with the Minister and permit the Minister to retain the Agreements as part of the Company until all security created by or pursuant to this Deed. (3) Notwithstanding anything to the Secured Obligations are paid or discharged contrary in full this Deed and if directed to so approve by the Chargee Limited Recourse Guarantee: (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 abovea) the Chargor shall hold remain liable under each of the Agreements, to perform all monies received by him on trust for of its duties and obligations under each of the Chargee Agreements to satisfy the Secured Obligationssame extent as if this Deed had not been executed; 3.10 he (b) the exercise by the Minister of any of the rights under this Deed shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to release the Chargor by from any of its duties or obligations under any of the Company Agreements; and (c) the Minister shall not, by reason of this Deed, have any obligation or arising from the Secured Obligations; 3.11 he shall procure the entry in the share register liability under any of the Company Agreements and nor shall the details Minister, by reason of this Charge pursuant Deed, be obligated to Section 66(8) perform any of the Act, and to have the Company submit a copy of such share register with the Registrar for registration pursuant to section 231 obligations or duties of the Act, and to ensure that the Company shall not file Chargor under any change in the register or elect to cease registration of changes in the register without the consent of the ChargeeAgreements or to take any action to collect or enforce any of the Agreements.

COVENANTS BY THE CHARGOR. 4.1 The Chargor hereby covenants that, for so long as any Secured Obligations remain outstanding: 3.1 he shall, on the date hereof, forthwith and from time to time deposit with the Chargee all certificates and other documents of title relating to Agent that during the Charged Shares. 3.2 he shall deliver to the Chargee as security for the Secured Obligations in accordance with the terms continuance of this Deed security the following (on the date hereof) in form and substance acceptable to the ChargeeChargor will: (a) original share certificates deposit with the Agent (unless the Agent shall otherwise agree) only Shares which are fully paid and which it has a good right to deposit and transfer free from any option, lien, charge or encumbrance of any kind and in respect of which it shall lodge: (i) all share certificates and documents of title; (ii) executed undated transfers of the Charged SharesShares completed in blank or duly executed and dated transfers in favour of the Agent as agent and trustee of the Secured Parties or its nominee or agent as the Agent may direct; and (iii) such other documents as the Agent may from time to time require for perfecting the title of the Secured Parties to the Shares including any bonus or rights issue (duly executed by or signed on behalf of the registered holder) or for vesting or enabling the Chargor to vest the same in the Agent or its nominees or in any purchaser to the intent that the Agent may at any time without notice present them for registration; (b) blank, signed duly and undated instrument of transfer in respect of the Charged Shares (in the form set out in Schedule 2); (c) upon execution of this Deed, a notice of charge addressed by the Chargor to the Company (in the form set out in Schedule 3); (d) executed but undated letters of resignation and release together with executed letters of authority to date the same from the directors of the Company (in the form set out in Schedule 4); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 5); (f) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 6); and (g) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and or other payments which may be made or become due in respect of any of the Charged Shares as and so that, in when the event of default by same from time to time become due (and if the ChargorChargor does not do so, the Chargee Agent may do so make such payments on behalf of the Chargor; 3.4 he , in which event any sums so paid shall not except with be reimbursed on demand by the written consent of Chargor to the Chargee: (a) create or permit to exist over all or part of the Charged Shares (or any interest therein) any Security Interest or other Encumbrance (other than created or expressly permitted to be created under this Deed) whether ranking prior to, pari passu with or behind the security contained in this Deed; (b) sell, transfer or otherwise dispose of the Charged Shares or any interest therein or attempt or agree to so dispose (other than permitted under this DeedAgent); (c) comply promptly with any notice served on it under the Companies Xxx 0000; (d) not (without the prior consent in writing of the Agent or except as provided herein); (i) permit any person other than the Chargor or the Chargee Agent (or the Chargee's its nominee or nominees agent) to be registered asas holder of the Shares or any part thereof; (ii) create or purport to create or permit to subsist any mortgage, charge, lien or become encumbrance (other than in favour of the holder ofAgent) on or over the Shares or any part thereof or interest therein; or (iii) sell, transfer, grant any option over or otherwise dispose of the Charged Shares or any part thereof or interest therein or attempt or agree so to do; (e) not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the rights of the Secured Parties in the Shares; (df) vote if as a result of its ownership of the Shares, it becomes entitled to receive, or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganisation), option or rights whether in addition to, in substitution for, as a conversion of, or in exchange for any of the Shares or otherwise in respect thereof, the Chargor shall accept the same on behalf of the Agent and the Secured Parties, hold the same in trust for the Agent and the Secured Parties and deliver the same forthwith to the Agent in the exact form received, together with an undated transfer thereof completed in blank or duly executed and dated transfer forms in favour of a resolution to amend, modify or change the memorandum Agent as agent and articles of association trustee of the Company Secured Parties or its nominee or agent as the Agent may direct additional security for the Secured Obligations. Any sums paid upon or in respect of the Shares upon the liquidation, winding-up or other dissolution of any of the Issuers shall be paid over to the Agent to be held by it hereunder for the rateable benefit of the Secured Parties as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Shares or any of its subsidiaries in any manner that could reasonably property shall be expected distributed upon or with respect to have an adverse impact on either the Charged Shares pursuant to the recapitalisation or the rights reclassification of the Chargee under this Deed; 3.5 capital of any of the Issuers or pursuant to the extent that reorganisation thereof, the same property so distributed shall be delivered to the Agent to be held by it for the benefit of the Secured Parties, subject to the terms hereof, as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Shares shall be received by the Chargor, the Chargor shall, until such money or property is within paid or delivered to the control Agent, hold such money or property in trust for the Agent and the Secured Parties segregated from other funds of the Chargor, no further shares in as additional security for the Company will be issued Secured Obligations; (g) not, without the prior written consent of the Chargee; 3.6 he shall promptly forward Agent, vote to the Chargee all material noticesenable, reportsor take any other action to permit, accounts and other documents relating to the Charged Shares which he may receive from time to time (including all notices of meetings any of the shareholders Issuers to issue any shares of the Companysame class as the Shares or of any other class or other "equity security" (as defined in section 94 of the Companies Act 1985);; and 3.7 (h) if, at any time after the service date hereof, the Chargor acquires any shares of any class in an Enforcement NoticeIssuer or if any company becomes an English Subsidiary, he shall exercise all voting in respect of sixty-five per cent of the shares so acquired or of the shares held by the Chargor in the English Subsidiary (as appropriate), forthwith lodge the certificates and other rights documents referred to in, and powers which in accordance with, Clause 4.1(a)(i), (ii) and (iii), whereupon Schedule 1 shall be amended by the Agent to include appropriate details of such shares. 4.2 The Chargor hereby further covenants and agrees with the Agent that: (a) the Agent and its nominees at the discretion of the Agent may exercise in the name of the Chargor or otherwise at any time whether before or after demand for payment and without any further consent or authority on the part of the Agent in respect of the Shares any voting rights and any powers or rights which may be exercisable by the holder of person in whose name the Charged Shares as are registered or by the Chargee may in its absolute discretion direct; 3.8 he bearer thereof, but such powers and rights shall not take or accept any Security Interest from the Company or, in relation be exercised subject to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent;provisions of Clause 5, 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, he shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 aboveb) the Chargor shall will, if so requested by the Agent, transfer all or any of the Shares to such nominees wheresoever situate or agents as the Agent may select and the Chargor agrees that the agent may hold all monies received by him on trust for or any of such Shares in any branch of the Chargee Agent or with any correspondents or other agent whether in the United Kingdom or overseas and that all the Shares shall be held at the expense, risk and responsibility of the Chargor; and (c) subject to satisfy Clause 9.7, the Secured Obligations; 3.10 he Chargor shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due provide to the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 he shall procure the entry in the share register of the Company the details of this Charge pursuant to Section 66(8) of the Act, and to have the Company submit Agent a copy of such share register any report, accounts, circular or notice received in respect of or in connection with the Registrar for registration pursuant to section 231 any of the Act, and to ensure that Shares promptly following the Company shall not file any change in receipt thereof by the register or elect to cease registration of changes in the register without the consent of the ChargeeChargor.

COVENANTS BY THE CHARGOR. The Chargor covenants that, for so long as any Secured Obligations remain outstanding: 3.1 he it shall, on the date hereof, forthwith and from time to time deposit with the Chargee all certificates and other documents of title relating to the Charged Shares. 3.2 he it shall deliver to the Chargee as security for the Secured Obligations in accordance with the terms of this Deed the following (on the date hereof) in form and substance acceptable to the Chargee: (a) the resolutions and authorities of the Chargor required to authorize the execution of this Deed; (b) original share certificates in respect of the Charged Shares; (bc) blank, signed and undated instrument of transfer in respect of the Charged Shares (in the form set out in Schedule 2); (cd) upon execution of this Deed, a notice of charge addressed by the Chargor to the Company (in the form set out in Schedule 3); (d) executed but undated letters of resignation and release together with executed letters of authority to date the same from the directors of the Company (in the form set out in Schedule 4); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 5); (f) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 64); and (gf) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he it shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be made or become due in respect of the Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor; 3.4 he it shall not except with the written consent of the Chargee: (a) create or permit to exist over all or part of the Charged Shares (or any interest therein) any Security Interest or other Encumbrance (other than created or expressly permitted to be created under this Deed) whether ranking prior to, pari passu with or behind the security contained in this Deed; (b) sell, transfer or otherwise dispose of the Charged Shares or any interest therein or attempt or agree to so dispose (other than permitted under this Deed); (c) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to be registered as, or become the holder of, the Charged Shares; (d) vote in favour of a resolution to amend, modify or change the memorandum and articles of association of the Company or any of its subsidiaries in any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the rights of the Chargee under this Deed; 3.5 to the extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 he it shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which he it may receive from time to time (including all notices of meetings of the shareholders of the Company); 3.7 at any time after the service of an Enforcement Notice, he it shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct; 3.8 he it shall not take or accept any Security Interest from the Company or, in relation to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, he it shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 above) the Chargor shall hold all monies received by him it on trust for the Chargee to satisfy the Secured Obligations; 3.10 he it shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 he it shall enter details of this Charge in the register of charges of the Chargor and will, within 5 business days after the date hereof, make a filing with the Registrar of Corporate Affairs (or its equivalent counterpart) of the British Virgin Islands (the “Registrar”) under section 163 of the Act to register details of this Charge and upon receipt from the Registrar of the certificate of registration, it shall promptly provide the Chargee with a copy thereof and it shall not file any change in the register or elect to cease registration of Charge in the register without the consent of the Chargee or until the release of this Charge. 3.12 it shall use its best efforts to procure the entry in the share register of the Company the details of this Charge pursuant to Section 66(8) of the ActCharge, and to have the Company submit a copy of such share register with the Registrar for registration pursuant to section 231 of the Act, and to ensure that the Company shall not file any change in the register or elect to cease registration of changes in the register without the consent of the Chargee. 3.13 it shall obtain permission from the competent governmental authority in the Cayman Islands (if required) for the transfer of the Charged Shares to the Chargee pursuant to this Charge within twenty (20) Business Days after the date hereof, unless this requirement is waived in writing by the Chargee.

COVENANTS BY THE CHARGOR. 6.1. The covenants in this clause 6 shall remain in force throughout the Security Period. 6.2. The Chargor covenants that, for so long as any Secured Obligations remain outstanding: 3.1 he shall, on the date hereof, forthwith and from time to time deposit with the Chargee all certificates and other documents of title relating to the Charged Shares. 3.2 he shall deliver to the Chargee as security for the Secured Obligations in accordance with the terms of this Deed the following (on the date hereof) in form and substance acceptable to the Chargeethat it shall: (a) original share certificates duly and promptly pay all calls, instalments or other monies which may from time to time become due in respect of any of the Charged SharesSecurity Assets (it being acknowledged by the Chargor that the Chargee shall not in any circumstances incur any liability whatsoever in respect of any such calls, instalments or other monies); (b) blankfollowing execution of this Deed (or on later receipt) and if requested by the Chargee, signed and undated instrument deposit with the Chargee (or as it may direct) all certificates or documents of transfer title in respect of the Charged Shares Security Assets, together with a duly executed and stamped (but undated) instrument of transfer or an assignment (as appropriate) thereof in the form set out in Schedule 2);blank; and (c) upon execution of deliver to the Chargee any Derivative Assets. 6.3. On and after the security constituted by this Deed becoming enforceable, the Chargee shall, without prejudice to its other rights under this Deed, a notice of charge addressed by the Chargor to the Company (in the form set out in Schedule 3); (d) executed but undated letters of resignation and release together with executed letters of authority to date the same from the directors of the Company (in the form set out in Schedule 4); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 5); (f) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 6); and (g) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be made or become due in respect of the Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor; 3.4 he shall not except with the written consent of the Chargeeentitled to: (a) create or permit to exist over complete any instrument of transfer and have all or part any of the Charged Shares (or any interest therein) any Security Interest or other Encumbrance (other than created or expressly permitted to be created under this Deed) whether ranking prior to, pari passu with or behind the security contained Assets registered in this Deedits name; (b) sell, transfer or otherwise dispose of the Charged Shares or any interest therein or attempt or agree to so dispose (other than permitted under this Deed); (c) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to be registered as, or become the holder of, the Charged Shares; (d) vote in favour of a resolution to amend, modify or change the memorandum and articles of association of the Company or any of its subsidiaries in any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the rights of the Chargee under this Deed; 3.5 to the extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 he shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which he may receive from time to time (including all notices of meetings of the shareholders of the Company); 3.7 at any time after the service of an Enforcement Notice, he shall exercise all voting and other rights and powers which may at any time be exercisable by attached to the holder Security Assets; and (c) receive and retain all dividends, interest and other monies paid in respect of the Charged Shares as the Chargee may in its absolute discretion direct; 3.8 he shall not take Security Assets for application in, or accept any Security Interest from the Company ortowards, in relation to satisfaction of the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, he shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full Liabilities (and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment such dividends, interest or other benefit in breach of this sub-section or sub-section 3.8 above) the Chargor monies, it shall hold all monies received by him them on trust for the Chargee to satisfy the Secured Obligations; 3.10 he shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due and forthwith pay them to the Chargee). 6.4. If the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 he shall procure the entry in the share register fails to comply with any of the Company covenants set out in clause 6.2, the details of this Charge pursuant Chargor will allow (and hereby irrevocably authorises) the Chargee and/or such person as it shall nominate to Section 66(8) take such action on behalf of the Act, and to have the Company submit a copy of such share register with the Registrar for registration pursuant to section 231 of the Act, and Chargor as shall be necessary to ensure that such covenants are complied with. 6.5. All sums payable by the Company Chargor under this clause shall not file any change in the register or elect to cease registration of changes in the register without the consent of be payable on demand by the Chargee.

COVENANTS BY THE CHARGOR. 4.1 The Chargor covenants that, for so long as any Secured Obligations remain outstanding:with the Security Trustee that during the continuance of this security the Chargor will:- 3.1 he shall, on the date hereof, (i) forthwith and from time to time upon execution of this Deed deposit with the Chargee Security Trustee all the share certificates of the Shares and other instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to the Shares; (ii) ensure so far as it is able that the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) by the Security Trustee or its nominees to perfect or enforce the security constituted or intended to be constituted by this Deed; (iii) upon the accrual, offer or issue of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder of the Shares to which those Derivative Assets relate, deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assets; (iv) notify the Charged Shares.Security Trustee of the contents of any communication or document received by it from the Debtor in relation to any of the Shares or Derivative Assets; 3.2 he shall deliver to the Chargee as security for the Secured Obligations (v) not, otherwise than in accordance with the terms of this Deed (without the following (on prior consent in writing of the date hereof) in form and substance acceptable to the Chargee:Security Trustee):- (a) original share certificates in respect permit any person other than the Chargor to be registered as holder of the Charged SharesShares or any part thereof; (b) blank, signed and undated instrument create or purport to create or permit to subsist any Security Interest (other than in favour of transfer the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)) on or over the Shares or the Derivative Assets or any part thereof or interest therein or right in respect of the Charged Shares (in the form set out in Schedule 2)thereof or enter into any agreement to grant or create such a Security Interest; (c) upon execution of this Deed, a notice of charge addressed by the Chargor to the Company (in the form set out in Schedule 3); (d) executed but undated letters of resignation and release together with executed letters of authority to date the same from the directors of the Company (in the form set out in Schedule 4); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 5); (f) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 6); and (g) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be made or become due in respect of the Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor; 3.4 he shall not except with the written consent of the Chargee: (a) create or permit to exist over all or part of the Charged Shares (or any interest therein) any Security Interest or other Encumbrance (other than created or expressly permitted to be created under this Deed) whether ranking prior to, pari passu with or behind the security contained in this Deed; (b) sell, transfer or otherwise dispose of the Charged Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or attempt or agree so to so dispose (other than permitted under this Deed); (c) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to be registered as, or become the holder of, the Charged Shares;do; or (d) vote in favour of a resolution do or cause or permit to amendbe done anything which will deliberately depreciate, modify jeopardise or change prejudice the memorandum and articles of association value to the Noteholders of the Company or any of its subsidiaries in any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the rights of the Chargee under this Deed; 3.5 to the extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 he shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which he may receive from time to time (including all notices of meetings of the shareholders of the Company); 3.7 at any time after the service of an Enforcement Notice, he shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct; 3.8 he shall not take or accept any Security Interest from the Company or, in relation to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, he shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 above) the Chargor shall hold all monies received by him on trust for the Chargee to satisfy the Secured Obligations; 3.10 he shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 he shall procure the entry in the share register of the Company the details of this Charge pursuant to Section 66(8) of the Act, and to have the Company submit a copy of such share register with the Registrar for registration pursuant to section 231 of the Act, and to ensure that the Company shall not file any change in the register or elect to cease registration of changes in the register without the consent of the ChargeeDerivative Assets.