of set-off,
hypothecation, encumbrance, priority or other security interest (whether fixed
or floating) including, without limitation, any "hold-back" or "flawed asset"
arrangement together with any preferential right, retention of title, deferred
purchase, leasing, sale or purchase, sale and leaseback arrangement, trust
agreement, declaration of trust, trust arising by operation of law, any option
or agreement for any of the same or any arrangement which has substantially the
same commercial or substantive effect as the creation of security.
"Shares"
means all stocks, shares and other securities
4
listed in the Schedule (The Shares) whether held in the United Kingdom or
elsewhere and irrespective of whether in any such case the deposit was made or
the certificates or other documents were received by the Bank or its Nominees
for the purposes of creating security, safe custody, collection or otherwise.
1.2
INTERPRETATION
1.2.1
IN THIS CHARGE:
(A)
THE CONTENTS PAGE AND CLAUSE HEADINGS ARE
INCLUDED FOR CONVENIENCE ONLY AND DO NOT AFFECT THE CONSTRUCTION OF THIS CHARGE;
(B)
WORDS DENOTING THE SINGULAR INCLUDE THE
PLURAL AND VICE VERSA; AND
(C)
WORDS DENOTING ONE GENDER INCLUDE EACH
GENDER AND ALL GENDERS.
1.2.2
IN THIS CHARGE, UNLESS THE CONTEXT OTHERWISE
REQUIRES, REFERENCES TO:
(A)
PERSONS INCLUDE REFERENCES TO NATURAL
PERSONS, FIRMS, PARTNERSHIPS, COMPANIES, CORPORATIONS, ASSOCIATIONS,
ORGANISATIONS AND TRUSTS (IN EACH CASE WHETHER OR NOT HAVING A SEPARATE LEGAL
PERSONALITY);
(B)
DOCUMENTS, INSTRUMENTS AND AGREEMENTS
(INCLUDING, WITHOUT LIMITATION, THIS CHARGE AND ANY DOCUMENT REFERRED TO IN THIS
CHARGE) ARE REFERENCES TO SUCH DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS
MODIFIED, AMENDED, VARIED, SUPPLEMENTED OR NOVATED FROM TIME TO TIME;
(C)
RECEIVERS ARE REFERENCES TO RECEIVERS OF
WHATSOEVER NATURE INCLUDING, WITHOUT LIMITATION, RECEIVERS AND MANAGERS AND
ADMINISTRATIVE RECEIVERS;
(D)
THE TERM THE "BANK" INCLUDES, WHERE THE
CONTEXT SO ADMITS, REFERENCES TO ANY DELEGATE OF ANY SUCH PERSON;
(E)
A PARTY TO THIS CHARGE INCLUDE REFERENCES
TO ITS SUCCESSORS, TRANSFEREES AND ASSIGNS;
(F)
RECITALS, CLAUSES AND SCHEDULES ARE
REFERENCES TO RECITALS TO THIS CHARGE, CLAUSES OF THIS CHARGE AND SCHEDULES TO
THIS CHARGE; AND REFERENCES TO THIS CHARGE INCLUDE ITS SCHEDULES;
5
(G)
STATUTORY PROVISIONS (WHERE THE CONTEXT SO
ADMITS AND UNLESS OTHERWISE EXPRESSLY PROVIDED) ARE CONSTRUED AS REFERENCES TO
THOSE PROVISIONS AS RESPECTIVELY AMENDED, CONSOLIDATED, EXTENDED OR RE-ENACTED
FROM TIME TO TIME, AND TO ANY ORDERS REGULATIONS INSTRUMENTS OR OTHER
SUBORDINATE LEGISLATION MADE UNDER THE RELEVANT STATUTE; AND
(H)
A TIME OF DAY IS A REFERENCE TO LONDON TIME.
1.3
LOAN AGREEMENT DEFINED TERMS
Unless otherwise defined in this Charge, terms defined in the Loan Agreement
bear the same meaning in this Charge.
2.
COVENANT TO PAY
The Chargor shall on demand pay to the Bank or discharge, as the case may be,
all the Secured Liabilities when the Secured Liabilities become due.
3.
INTEREST
The Chargor shall pay to the Bank interest on the Secured Liabilities (after as
well as before any demand made or judgment obtained or the liquidation or
administration of the Borrower) at the rates and upon the terms set forth in
Clause