SUCH CHARGING COMPANY REPRESENTED BY ANY SUCH ACCOUNT AND ALL
RIGHTS OF SUCH CHARGING COMPANY TO REPAYMENT OF ANY OF THE FOREGOING;
3.1.6
ALL OF SUCH CHARGING COMPANY'S PRESENT AND FUTURE
BOOK AND OTHER DEBTS, THE PROCEEDS OF THE SAME AND ALL OTHER MONEYS DUE AND
OWING TO IT OR WHICH MAY BECOME DUE AND OWING TO IT OR WHICH MAY BECOME DUE AND
OWING TO IT AT ANY TIME IN THE FUTURE, AND THE BENEFIT OF ALL RIGHTS, SECURITIES
AND GUARANTEES OF ANY NATURE NOW OR AT ANY TIME ENJOYED OR HELD BY IT IN
RELATION TO ANY OF THE FOREGOING;
3.1.7
BY WAY OF FIXED CHARGE ALL INTELLECTUAL PROPERTY
RIGHTS;
3.1.8
BY WAY OF FIXED CHARGE THE BENEFIT OF ALL PRESENT
OR FUTURE LICENCES, CONSENTS, AGREEMENTS AND AUTHORISATIONS HELD OR UTILISED BY
SUCH CHARGING COMPANY IN CONNECTION WITH ITS BUSINESS OR THE USE OF ANY OF ITS
ASSETS;
3.1.9
BY WAY OF FIXED CHARGE ALL THE PRESENT AND FUTURE
GOODWILL AND UNCALLED CAPITAL OF SUCH CHARGING COMPANY; AND
3.1.10
BY WAY OF FIXED CHARGE ALL THE CHARGED SHARES TOGETHER
WITH ALL THE RELATED RIGHTS FROM TIME TO TIME ACCRUING THERETO.
6
3.2
ASSIGNMENT
(A)
AS A CONTINUING SECURITY FOR THE PAYMENT OF
THE SECURED OBLIGATIONS, EACH CHARGING COMPANY HEREBY, WITH FULL TITLE
GUARANTEE, ASSIGNS AND/OR AGREES TO ASSIGN ABSOLUTELY IN FAVOUR OF THE
COLLATERAL AGENT (ACTING FOR THE BENEFIT OF ITSELF AND THE LENDERS PURSUANT TO
THE PROVISIONS OF THE CREDIT AGREEMENT) ALL THE RIGHTS, TITLE, INTEREST AND
BENEFIT OF SUCH CHARGING COMPANY IN AND TO:
(I)
ALL CONTRACTS AND AGREEMENTS TO WHICH
SUCH CHARGING COMPANY IS A PARTY AND/OR THAT CONFER ANY RIGHTS UPON SUCH
CHARGING COMPANY, INCLUDING ALL MONEYS WHICH AT ANY TIME MAY BE OR BECOME
PAYABLE TO SUCH CHARGING COMPANY PURSUANT THERETO AND THE PROCEEDS OF ANY
CLAIMS, AWARDS AND JUDGMENTS WHICH MAY AT ANY TIME BE RECEIVABLE OR RECEIVED BY
SUCH CHARGING COMPANY PURSUANT THERETO;
(II)
THE INSURANCES AND ALL PROCEEDS IN RESPECT
OF SUCH INSURANCES AND ALL BENEFITS THEREOF (INCLUDING ALL CLAIMS AND RETURNS OF
PREMIUM RELATING THERETO); AND
(III)
EACH ACCOUNT CHARGED BY SUCH COMPANY
PURSUANT TO CLAUSE 3.1.5, INCLUDING ALL MONEYS STANDING TO THE CREDIT OF EACH
SUCH ACCOUNT, ALL INTEREST ACCRUED ON ANY SUCH ACCOUNT AND ALL THE DEBTS
REPRESENTED BY ANY OF THE FOREGOING.
(B)
TO THE EXTENT THAT ANY RIGHT, TITLE AND
INTEREST DESCRIBED IN PARAGRAPH (A) ABOVE IS NOT ASSIGNABLE OR CAPABLE OF
ASSIGNMENT WITHOUT THE CONSENT OF A THIRD PARTY, EACH CHARGING COMPANY SHALL, IF
REQUIRED TO DO SO BY THE COLLATERAL AGENT USE ITS REASONABLE ENDEAVOURS TO
OBTAIN ANY RELEVANT CONSENT TO ASSIGNMENT AND, PENDING SUCH CONSENT BEING
GRANTED, THE ASSIGNMENT THEREOF PURPORTED TO BE EFFECTED BY PARAGRAPH (A) SHALL
ONLY OPERATE AS AN ASSIGNMENT OF ALL PROCEEDS, DAMAGES, COMPENSATION,
REMUNERATION, PROFIT, RENT OR INCOME WHICH SUCH CHARGING COMPANY MAY DERIVE
THEREFROM OR BE AWARDED OR ENTITLED TO IN RESPECT THEREOF IN EACH CASE AS
CONTINUING SECURITY FOR THE PAYMENT, DISCHARGE AND PERFORMANCE