1.4
IN THIS SHARE CHARGE (UNLESS OTHERWISE
PROVIDED):
(A)
REFERENCES TO CLAUSES AND THE SCHEDULE ARE
TO BE CONSTRUED AS REFERENCES TO THE CLAUSES OF, AND THE SCHEDULE TO, THIS SHARE
CHARGE AS AMENDED OR VARIED FROM TIME TO TIME AND REFERENCES TO SUB CLAUSES
SHALL UNLESS OTHERWISE SPECIFICALLY STATED BE CONSTRUED AS REFERENCES TO THE SUB
CLAUSES OF THE CLAUSE IN WHICH THE REFERENCE APPEARS;
(B)
REFERENCES TO THE CREDIT AGREEMENT, OR TO
ANY OTHER DOCUMENT OR AGREEMENT ARE TO BE CONSTRUED AS REFERENCES TO THE CREDIT
AGREEMENT, OR SUCH OTHER DOCUMENT OR AGREEMENT AS IS IN FORCE FOR THE TIME BEING
AND AS AMENDED, VARIED, NOVATED OR SUPPLEMENTED, AS THE CASE MAY BE, FROM TIME
TO TIME;
(C)
WORDS IMPORTING THE SINGULAR SHALL INCLUDE
THE PLURAL AND VICE VERSA;
(D)
REFERENCES TO A PERSON SHALL BE CONSTRUED SO
AS TO INCLUDE THAT PERSON'S ASSIGNS OR TRANSFEREES OR SUCCESSORS IN TITLE AND
SHALL BE CONSTRUED AS INCLUDING REFERENCES TO AN INDIVIDUAL, FIRM, PARTNERSHIP,
JOINT VENTURE, COMPANY, CORPORATION, UNINCORPORATED BODY OF PERSONS OR ANY STATE
OR ANY AGENCY THEREOF;
(E)
REFERENCES TO ANY STATUTE OR STATUTORY
PROVISION INCLUDE ANY STATUTE OR STATUTORY PROVISION WHICH AMENDS; EXTENDS,
CONSOLIDATES OR REPLACES THE SAME; OR WHICH HAS BEEN AMENDED, EXTENDED,
CONSOLIDATED OR REPLACED BY THE SAME, AND SHALL INCLUDE ANY ORDERS, REGULATIONS,
INSTRUMENTS OR OTHER SUBORDINATE LEGISLATION MADE UNDER THE RELEVANT STATUTE;
(F)
REFERENCES TO LIABILITY OR LIABILITIES
ARE TO BE CONSTRUED TO INCLUDE ALL LIABILITIES AND OBLIGATIONS WHETHER ACTUAL,
CONTINGENT, PRESENT OR FUTURE AND WHETHER INCURRED SOLELY OR JOINTLY OR AS
PRINCIPAL OR SURETY;
(G)
THE WORDS "OTHER" AND "OTHERWISE" SHALL NOT
BE CONSTRUED EJUSDEM GENERIS WITH ANY FOREGOING WORDS WHERE A WIDER CONSTRUCTION
IS POSSIBLE; AND
3
(H)
THE WORDS "INCLUDING" AND "IN PARTICULAR"
SHALL BE CONSTRUED AS BEING BY WAY OF ILLUSTRATION OR EMPHASIS ONLY AND SHALL
NOT BE CONSTRUED AS, NOR SHALL THEY TAKE EFFECT AS, LIMITING THE GENERALITY OF
ANY FOREGOING WORDS.
2.
COVENANT TO PAY
The Chargor covenants with the Collateral Agent (acting for the benefit of
itself and the Beneficiaries pursuant to the provisions of the Credit Agreement)
that it will on demand pay and discharge each of the Secured Obligations when
due to the Collateral Agent PROVIDED THAT the liability of the Chargor hereunder
shall be limited to the amount realised by the disposal of the Securities and
other amounts payable by the Chargor under this Share Charge.
3.
CHARGE
The Chargor hereby charges with full title guarantee the Securities by way of
first fixed charge to the Collateral Agent (acting as agent for the benefit of
itself and the Beneficiaries pursuant to the provisions of the Credit Agreement)
as a continuing security to secure the payment and performance of the Secured
Obligations.
The Collateral Agent is hereby authorised to arrange at any time during the
occurrence and continuance of an Event of Default under the Credit Agreement or
any Loan Document for any of the Securities to be registered in the name of