Charging Provisions Clause Samples

Charging Provisions. 2.1 In consideration of the Chargee agreeing to accept the Promissory Notes, the Chargor as legal and beneficial owner hereby charges by way of first fixed charge all the Charged Securities to the Chargee as continuing security for the payment and discharge of the Secured Obligations. 2.2 The Chargor hereby undertakes that it shall upon the execution of this Charge, deliver to the Chargee the following documents: (1) original share certificate(s) in respect of the Charged Securities issued in the name of the Chargor; (2) undated instrument of transfer in respect of the Charged Securities duly executed in blank by the Chargor; (3) undated written resolutions of the board of directors of the Company approving the transfer of the Charged Securities; (4) undated resignation letter of the directors of the Company confirming that each of them has no claims whatsoever against the Company for fees, compensation for loss of office, remuneration, severance payments, pension, expenses or otherwise; (5) dated letter of authority signed by the Chargor to authorise the Chargee to date the instrument of transfer, the declaration of the Chargor, the irrevocable appointment of proxy and irrevocable power of attorney and the board resolutions referred to in sub-paragraphs (2), (3), (6) and (7); (6) undated declaration of the Chargor that there is no loss of the certificate(s) as referred to in sub-paragraph (1) above; (7) executed but undated irrevocable appointment of proxy and irrevocable power of attorney made in respect of the Charged Securities for all shareholders’ meetings and written resolutions of the Company; and (8) an executed irrevocable letter of instructions from the administrator of the Company to the Company’s registered agent for the change of administrator of the Company to a person designated by the Chargee (which executed letter shall be delivered by, or on behalf of, the administrator of the Company to the registered agent after execution of this Charge and thereafter, and in any event no later than seven (7) Business Days from the date of execution of this Charge, the Chargor shall deliver, or cause to be delivered, to the Chargee, a copy of such letter signed by the registered agent of the Company acknowledging, and agreeing to the terms of such letter). 2.3 The Chargor hereby undertakes that upon receipt of any further shares or securities of the Company or any dividends, rights, monies or property accruing or offered in respect of the Charged Secur...

Charging Provisions. The Hypothec granted by each Grantor pursuant to this Deed secures the performance of the following obligations (collectively called the Secured Obligations):

Charging Provisions. 4 3 PAYMENT OF THE SECURED OBLIGATIONS....................................... 4

Charging Provisions. 2 4 AMENDMENTS TO SCHEDULE 2 OF THE DEBENTURE........................... 2 THIS DEED is made the 10 Day of October 2003 by COMSTOR LIMITED ("Company") registered in England and Wales with number 02898318 in favour of GE COMMERCIAL DISTRIBUTION FINANCE LIMITED (formerly Deutche Financial Services (UK) Limited) (the "Security Holder"). A This Deed is supplemental to a Debenture dated 30 January 2002 between the Company and the Security Holder a copy of which is attached as the Appendix to this Deed (the "Debenture"). B This Deed amends one of the provisions of the Debenture which save for such amendment shall remain in full force and effect. THIS DEED WITNESSES THAT:

Charging Provisions. 3.1 The Client by way of continuing security for the payment and discharge of the Secured Obligations hereby charges to ESF with full title guarantee: - 3.1.1 by way of first fixed charge:- (a) all book and other debts both present and future at any time due or owing to the Client and the full benefit of all rights and remedies relating thereto; and (b) all benefits in respect of all contracts and policies of insurance whatever nature in relation to the assets charged by clause 3. (a) above which are from time to time taken out by the Client or in which the Client has an interest. 3.1.2 by way of first floating charge the undertaking and all property, assets and rights of the Client whatsoever and whatsoever both present and future which is or may be from time to time while this Deed is in force comprised in the property and undertaking of the Client including, without limitation, the property and assets and rights of the Client referred to in Clauses 3.1.1 above inclusive (if and in so far as the charges therein contained shall for any reason be ineffective as fixed charges). 3.2 ESF may at any time by notice in writing to the Client convert the floating charge into a specific charge as regards any assets specified in the notice which ESF may consider to be in danger of being seized or sold under any form of distress execution or other process levied or threatened and may appoint a Receiver thereof.

Charging Provisions. On receipt of any application made to the New Appointee and the Water Company being duly notified by the New Appointee of the terms and conditions included, or to be included, within any trade effluent consent to discharge trade effluent or to modify or vary such a trade effluent consent, the Water Company may notify and charge the New Appointee for all reasonable costs and reasonable expenses reasonably incurred by the Water Company in modifying the Water Company’s Sewerage Network (including any receiving treatment works) as a consequence of receiving, treating and disposing of the trade effluent including any administration costs and overheads, any additional charges made by the Environment Agency in respect of any consent, permit or registration, including the costs or applying for a variation or modification to its discharge consent issued by the Environment Agency under the terms of the Water Resources Act 1991 or under the Environmental Permitting Regulations 2010 and any additional costs incurred in disposing of the Biosolids and any other waste. The New Appointee shall provide to the Water Company on a monthly basis (or more frequently should this be required by the Water Company’s trade effluent risk assessment model in use at the time) such samples of any trade effluent discharge into the New Appointee’s Sewerage Network as the Water Company may reasonably require in order to determine the strength of such trade effluent discharge both for monitoring and charging purposes If at any time the Water Company considers that the amount of Charges due under clause 8.6 require revision, it shall give the New Appointee reasonable notice of the same. Both parties shall co-operate with the other in order to assist the other to comply with their respective statutory duties under the Act. For the purpose of complying with paragraph 4.1 above: the New Appointee shall deal with, issue and enforce all trade effluent consents (including those for short-term discharges of six months or less) granted to occupiers of trade premises which discharge to the New Appointee’s Sewerage Network in accordance with the Act (including carrying out any environmental assessment); each party shall notify the other party as soon as reasonably practicable when it obtains knowledge of any incident occurring or of any particular matter being discharged that is capable of injuring any sewer or drain forming part of the Water Company’s Sewerage Network, interfering with the free flow ...

Charging Provisions. 6.1.1 The Borrower, as continuing security for the due payment of the Secured Liabilities and with full title guarantee, hereby (A) pledges and charges by way of first fixed legal mortgage (in priority to all other security whatso ever, whether fixed or floating) in favour of MLI for itself and as trustee for MLIB all the Borrower's right, title and interest in and to all Securities and all related documents from time to time held by or for the account or to the order of MLI (whether in its capacity as Custodian under the Custo dian Agreement or otherwise) or in or credited to the Collateral Account and the claims represented thereby (together, the "Charged Securities") and (B) pledges and charges in favour of MLI for itself and as trustee for 7 MLIB all the Borrower's right, title and interest in and to all monies, debts, claims, Securities and other property whatsoever from time to time depos ited with or held by or for the account or to the order of or owed or owing by MLI, MLIB and/or any other member of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, in whatever capacity. The security created by or pursuant to this Agreement shall affect and include all dividends, distributions and interest on and other proceeds of the Charged Securities or other property hereby pledged or charged, whether capital or income, and all property distributed, paid, accruing or offered at any time on, to, in respect of or in substitution for, any of the Charged Securities or other property hereby pledged or charged, and all of the foregoing which relate to the Charged Securities shall be promptly paid or delivered to MLI for credit to the Collateral Account. 6.1.2 The Borrower, as continuing security for the due payment of the Secured Liabilities and with full title guarantee, hereby charges by way of first fixed legal mortgage (in priority to all other security whatsoever, whether fixed or floating) in favour of MLI for itself and as trustee for MLIB all monies (and all the Borrower's right, title and interest in and to such monies and the debt represented thereby) from time to time standing to the credit of the Collateral Account, in whatever currency, and including any interest accrued or accruing thereon. 6.1.3 The Borrower, as continuing security for the due payment of the Secured Liabilities and with full title guarantee, hereby assigns absolutely to MLI for itself and as trustee for MLIB all its rights and benefits under or in connection with the Custodian Agreement, the FX Transactions, u...

Charging Provisions. As continuing security for the due payment and performance of all present and future Obligations of the Company to the Creditors, the Company does hereby hypothecate the Collateral in favour of the Creditors for the sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) in lawful money of Canada, together with interest thereon at the rate of twenty-five percent (25%) per annum from the date hereof.

Charging Provisions. 11.1 The Borrower as beneficial owner and as continuing security for the discharge of the Obligations charges to the Lender by way of first floating charge the Undertaking but so that the Borrower shall not without prior consent in writing of the Lender: (a) create or permit to exist any Encumbrance (otherwise than a lien arising by statute or operation of law) on or affecting any of the Undertaking ranking in priority to or pari passu with such floating charge; or (b) sell or otherwise Dispose of any of the Undertaking other than at market value for the purpose of carrying on its business or as permitted by the Loan Documents. 11.2 The Lender may at any time by notice to the Borrower convert the floating charge into a specific or fixed charge as regards any assets specified in the notice which the Lender shall consider to be in danger of being seized or sold under any form of distress or execution levied or threatened or to be otherwise in jeopardy and may appoint a Receiver thereof. 11.3 Notwithstanding anything to the contrary contained in Clause 11.2, if the Borrower shall without the prior written consent of the Lender so create or permit to exist any Encumbrance on or affecting, or so sell or otherwise Dispose of, any of the Undertaking contrary to Clause 11.1, or attempts to do so without the prior consent in writing of the Lender, or if any creditor or other person attempts to bring any distress, execution, sequestration or other process against any of the Undertaking, the floating charge hereby created shall automatically without notice operate as a fixed charge upon all parts of the Undertakings instantly upon occurrence of such event.