Common use of FIXED AND FLOATING CHARGES Clause in Contracts

FIXED AND FLOATING CHARGES. In consideration of the Chargees agreeing to permit the Chargors to pay the Agreed Total by instalments, the Chargors as legal and beneficial owners of their respective assets mentioned below, and as a continuing security for the payment and discharge of the Secured Indebtedness and for the observance and performance by the Chargors of all their obligations to the Chargees including those under or in connection with the Transaction Documents, hereby CHARGE AND ASSIGN in favour of the Chargees as follows:- 3.1.1 IDWI hereby charges and assigns in favour of the Chargees by way of FIRST FIXED CHARGE all its rights, title, benefit and interest in and to the Shares together with all interest, benefits, rights and entitlements of any nature attaching to or relating to or arising out of the Shares at any time whether by way of dividends, interest, rights, money or property accruing, paid, offered, issued or deriving therefrom or otherwise howsoever at any time in respect thereof and all proceeds of sale and realisation of the Shares hereby charged; 3.1.2 IDWHK hereby charges and assigns in favour of the Chargees by way of FIRST FIXED CHARGE:- (a) all immovable property, wheresoever situate now or hereafter belonging to IDWHK and all buildings, trade and other fixtures, plant and machinery from time to time on any such immovable property; (b) all IDWHK Receivables and all rights enabling IDWHK to enforce or obtain the IDWHK Receivables (c) all encumbrances; (d) all Equity Interests, stocks, shares, debentures, loan capital, bonds and securities of any kind whatsoever and all other interests, including without limitation, rights of IDWHK to subscribe for, convert other securities into or otherwise acquire any stocks, shares, debentures, loan capital, bonds and securities of any kind whatsoever, together with all dividends, interest and other income and all other rights, benefits and advantages of whatsoever kind deriving from or incidental to any of the foregoing; (e) the goodwill of IDWHK and its uncalled capital now or at any time hereafter in existence and future calls (whether made by the directors of IDWHK or by a Receiver or a liquidator or any other person); (f) all copyright, trade marks, patents, inventions, fees and royalties, all intellectual and technology property rights of whatsoever name and description, together with all other rights of every kind deriving from the aforesaid, now or at any time hereafter belonging to IDWHK; (g) all moveable properties, assets, plants, machinery and equipment now or at any time hereafter belonging to IDWHK (other than those charged in Clause 3.1.2(a)), whether affixed to any land forming part of the Charged Property or not so affixed; (h) all chattels now at any time hereafter hired, leased or rented by IDWHK to any other person, together in each case subject to and with the benefit of the related hiring, leasing or rental contract, and any guarantee, indemnity or other security for the performance of the obligations of any person under or in respect of such contract; and (i) all leases, tenancies, licences and other contracts of whatsoever kind which are or at any time may be entered into by or on behalf of IDWHK for the occupation, possession or use of any immovable property, together with all rental and other monies of whatsoever kind which are or at any time may be or become due or payable to or for the account of IDWHK arising therefrom; 3.1.3 IDWHK further charges and assigns in favour of the Chargees by way of FIRST FLOATING CHARGE the whole of IDWHK's undertaking and all its present and future estate, right, title and interest in and to all benefits accrued and to accrue to IDWHK in relation to its property and assets, including all property and assets which may be acquired by IDWHK after the conversion referred to in Clause 4.1 hereof or any crystallisation of the floating charge hereby created, whatsoever and wheresoever present other than any property or asset from time to time or for the time being effectively charged by way of fixed charge by Clause 3.1.2 above or otherwise under or pursuant to this Deed.

FIXED AND FLOATING CHARGES. In consideration of the Chargees agreeing to permit the Chargors to pay the Agreed Total by instalments, the Chargors as legal and beneficial owners of their respective assets mentioned below, and as (a) As a continuing security for the payment of all money and the discharge of all obligations and liabilities covenanted to be paid or met or otherwise secured by the Secured Indebtedness Borrower under this deed the Borrower as beneficial owner hereby charges to the Bank: (i) all freehold and leasehold property of the Borrower (excluding the Borrower's Cayman Islands leasehold property interest in Cayman Islands registered Parcel 34 of Block 20B in the ▇▇▇▇▇▇ Town East Registration Section of Grand Cayman (the "Red Gate Road Plant Property") and Parcel 219 of Block 32B in the Lower Valley Registration Section of Grand Cayman (the "Lower Valley Plant Property")) both present and future and all buildings and fixtures (including trade fixtures), plant machinery, vehicles, computers and office and other equipment of the Borrower (which for the observance and performance avoidance of doubt excludes the seawater desalination plants operated by the Chargors of all their obligations to Borrower but which are not its property such as, at the Chargees including those under or date hereof, the seawater desalination plants at the Red Gate Road Property and the Lower Valley Property) both present and future (excluding stock in connection with the Transaction Documents, hereby CHARGE AND ASSIGN in favour trade of the Chargees as follows:- 3.1.1 IDWI hereby charges and assigns in favour of the Chargees by way of FIRST FIXED CHARGE all its rights, title, benefit and interest in and to the Shares together with all interest, benefits, rights and entitlements of any nature attaching to or relating to or arising out of the Shares at any time whether by way of dividends, interest, rights, money or property accruing, paid, offered, issued or deriving therefrom or otherwise howsoever at any time in respect thereof and all proceeds of sale and realisation of the Shares hereby charged; 3.1.2 IDWHK hereby charges and assigns in favour of the Chargees by way of FIRST FIXED CHARGE:- (aBorrower) all immovable property, wheresoever situate now or hereafter belonging to IDWHK and all buildings, trade and other fixtures, plant and machinery from time to time on any such immovable property with the benefit of all existing and future leases, underleases, tenancies and agreements relating to such property (including all rents and profits from such property) ("the Charged Property"); (bii) all IDWHK Receivables and all rights enabling IDWHK to enforce or obtain the IDWHK Receivables (c) all encumbrances; (d) all Equity Interests, stocks, shares, debentures, loan capital, bonds and securities of any kind whatsoever whether marketable or otherwise and all other interestsinterests including (but not limited to) loan capital of the Borrower both present and future in any company, firm, consortium or entity including without limitationall allotments, rights of IDWHK to subscribe foraccretions, convert other securities into or otherwise acquire any stocksoffices, shares, debentures, loan capital, bonds and securities of any kind whatsoever, together with all dividends, interest and other income and all other rights, benefits and advantages at any time accruing, offered or arising in respect of whatsoever kind deriving from or incidental to any of the foregoing; (e) the goodwill of IDWHK such stocks, shares, bonds and its uncalled capital now securities and all stocks, shares, rights, money or property accruing to them or offered at any time hereafter by way of conversion, redemption, bonus, preference, option or otherwise in existence and future calls respect of them (whether made by "the directors of IDWHK or by a Receiver or a liquidator or any other personSecurities"); (fiii) all copyrightbook and other debts, revenues and claims both present and future (including things in action which may give rise to a debt, revenue or claim) due or owing or which may become due or owing to or purchased or otherwise acquired by the Borrower (including, without limitation, all payments due to the Borrower from the Water Authority of the Cayman Islands under a 26 October 2001 Contract with respect to the procurement of and operating contract for a sea water desalination plant at Red Gate Road, ▇▇▇▇▇▇ Town, Grand Cayman) and the full benefit of all rights and remedies relation to such book and other debts, revenues and claims including (but not limited to) any negotiable or non-negotiable instruments, guarantees, indemnities, debentures, legal and equitable charges and other security reservation of proprietary rights, rights of tracing liens and all other rights and remedies of any nature in respect of such property; (iv) the uncalled capital, goodwill and all patents, patent applications, trade marks, patentstrade names, inventions, fees registered designs and royalties, copyrights and all intellectual licences and technology ancillary and connected rights relating to the intangible property rights both present and future of whatsoever name and description, together with all other rights of every kind deriving from the aforesaid, now or at any time hereafter belonging to IDWHKBorrower; (gv) all moveable properties, assets, plants, machinery and equipment now or at any time hereafter belonging to IDWHK (other than those charged in Clause 3.1.2(a)), whether affixed to any land forming part of the Charged Property or not so affixed; (h) all chattels now at any time hereafter hired, leased or rented by IDWHK to any other person, together in each case subject to and with the benefit of the related hiring, leasing or rental contract, and any guarantee, indemnity or other security for the performance of the obligations of any person under or in respect of such contract; and (i) all leases, tenancies, licences and other contracts of whatsoever kind which are or at any time may be entered into by or on behalf of IDWHK for the occupation, possession or use of any immovable property, together with all rental and other monies of whatsoever kind which are or at any time may be or become due or payable to or for the account of IDWHK arising therefrom; 3.1.3 IDWHK further charges and assigns in favour of the Chargees by way of FIRST FLOATING CHARGE the whole of IDWHK's undertaking and all its other assets of the Borrower both present and future estate, right, title and interest including (but not limited to) the stock in and to all benefits accrued and to accrue to IDWHK in relation to its property and assets, including all property and assets which may be acquired by IDWHK after the conversion referred to in Clause 4.1 hereof or any crystallisation trade of the floating charge hereby created, whatsoever Borrower and wheresoever present other than any the property described in sub-clauses 4(a)(i) to 4(a)(iv) (if and insofar as the charges on such property or asset from time on any part or parts of such property contained in this deed shall for any reason be ineffective as fixed charges). (b) The charges created by sub-clause 4 (a) shall as regards the property described in sub-clauses 4(a)(i) to time or for 4(a)(iv) be fixed charges and as to the time being effectively charged by way of fixed charge by Clause 3.1.2 above or otherwise under or pursuant to this Deedproperty described in sub-clause 4(a)(v) shall be a first floating charge.