Charging Clause. 3.1 The Parent with full title guarantee hereby agrees and undertakes, on demand in writing by the Collateral Agent, to charge to the Collateral Agent for the payment or discharge of all Secured Sums: (a) by way of legal mortgage, all freehold and leasehold Land in Cyprus now vested in the Parent and registered at the Land Registry. (b) by way of legal mortgage, all freehold and leasehold Land in Cyprus now vested in the Parent and not registered at the Land Registry. (c) by way of fixed charge, all other Land now being or in the future becoming the property of the Parent whether in Cyprus or abroad. (d) by way of fixed charge, all such interests in or over Land or in or to the proceeds of sale of Land now or in the future belonging to the Parent as have not already been charged under the proceeding provisions of this clause 3.1 and all licenses now or in the future held by the Parent to enter upon, use or exploit any Land and the benefit of all options, easements, agreements for lease and other agreements relating to the acquisition, use, exploitation or disposal of Land to which the Parent is or may in future become entitled; (e) by way of fixed charge, all plant and machinery now or in the future belonging to the Parent and all plant and machinery of the Parent now or in the future attached to any Land which, or an interest in which, is charged under the preceding provisions of this clause 3.1 and all rights and interests of the Parent under all present and future agreements for the purchase, maintenance or use of plant and machinery so attached; (f) by way of fixed charge, all rental and other income and all debts and claims now or in the future due or owing to the Parent under or in connection with any lease, agreement or license relating to land; (g) by way of fixed charge, all Securities belonging to the Parent; (h) by way of fixed charge, all contracts and policies of insurance and assurance now or in the future held by or otherwise benefiting the Parent and all rights and interests of the Parent in every such contract and policy (including the benefit of all claims arising and all money payable under such contracts and policies); (i) by way of fixed charge, all the goodwill and uncalled capital for the time being of the Parent; (j) by way of fixed charge, all Intellectual Property Rights of the Parent excluding (but only to the extent that and for so long as it is not capable of being validly charged by way of fixed charge) the benefit of any present or future agreement or licence relating to such rights; (k) by way of fixed charge, all book and other debts now or in the future owing to the Parent and all rights and claims of the Parent against third parties, present and future, capable of being satisfied by the payment of money (except rights and claims effectively charged under the preceding provisions of this clause 3.1) (l) by way of fixed charge, the benefit of all negotiable instruments, guarantees, bonds, debentures, legal or equitable charges and all other security, reservation of proprietary rights, rights of tracing, unpaid vendors’ liens and all other rights and remedies now or in future available to the Parent as security for any Asset of the Parent charged under clause 3.1 (f) or clause 3.1 (k) or for the performance by any third party of any duty or obligation now or in future owed to the Parent;
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Charging Clause. 3.1 The Parent with 4.1 Each Chargor, as a continuing security for the full title guarantee and punctual payment and discharge of the Secured Obligations, hereby agrees as legal and undertakesbeneficial owner, on demand in writing by the Collateral Agent, to charge charges to the Collateral Agent (as trustee for the payment Secured Parties) by way of fixed charge on the following located or discharge existing outside of all Secured Sumsthe PRC only:
(a) by way of legal mortgageall Land which is now, all freehold and leasehold Land in Cyprus now vested or in the Parent and registered at the Land Registry.future becomes, its property;
(b) by way of legal mortgage, all freehold interests and leasehold Land in Cyprus now vested in the Parent and not registered at the Land Registry.
(c) by way of fixed charge, all other Land now being or in the future becoming the property of the Parent whether in Cyprus or abroad.
(d) by way of fixed charge, all such interests rights in or over relating to Land or in or to the proceeds of sale of Land now or in the future belonging to the Parent as have not already been charged under the proceeding provisions of this clause 3.1 and all licenses now or in the future held by the Parent to enter upon, use or exploit any Land and the benefit of all options, easements, agreements for lease and other agreements relating to the acquisition, use, exploitation or disposal of Land to which the Parent is or may in future become entitledit;
(ec) by way of fixed charge, all plant and machinery now or in the future belonging to the Parent and all plant and machinery of the Parent now or in the future attached to any Land which, or an interest in which, is charged by it under the preceding provisions of this clause 3.1 and all rights and interests of the Parent under all present and future agreements for the purchase, maintenance or use of plant and machinery so attachedClause 4.1;
(fd) by way of fixed charge, all rental and other income and all debts and claims now or in the future due or owing to the Parent it under or in connection with any lease, agreement or license licence relating to landLand;
(e) all Securities which are now, or in the future become, its property (other than those which are subject to Security Interests created under the Existing Security);
(f) all Derivative Rights now or in the future accruing in respect of its Securities (other than those which are subject to Security Interests created under the Existing Security);
(g) by way of fixed charge, all Securities belonging to the Parent;
(h) by way of fixed charge, all insurance or assurance contracts and or policies of insurance and assurance now or in the future held by or otherwise benefiting it which relate to Fixed Charge Assets or which are now or in the Parent and future deposited by it with the Collateral Agent, together with all its rights and interests of the Parent in every such contract contracts and policy policies (including the benefit of all claims arising and all money payable under such contracts and policiesthem);
(ih) by way of fixed charge, all the its goodwill and uncalled capital for the time being of the Parentbeing;
(i) all Intellectual Property presently belonging to it, including any Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(j) by way of fixed charge, all Intellectual Property Rights of that may be acquired by or belong to it in the Parent excluding (but only future, including any such Intellectual Property to the extent that and for so long as which it is not capable of being validly charged by way of fixed charge) the benefit of any present absolutely entitled or future agreement or licence relating to such rightswhich it is entitled together with others;
(k) the benefit of all agreements and licences now or in the future entered into or enjoyed by way it relating to the use or exploitation of fixed chargeany Intellectual Property in any part of the world;
(l) all its rights now or in the future in relation to trade secrets, confidential information and know-how in any part of the world;
(m) all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in this Clause 4.1;
(n) all trade debts now or in the future owing to it;
(o) all book and other debts of any nature and all other rights to receive money now or in the future due, payable to it, excluding those arising on fluctuating accounts with other members of the Group;
(p) all other debts now or in the future owing to the Parent and all rights and claims of the Parent against third parties, present and future, capable of being satisfied by the payment of money (except rights and claims effectively charged under the preceding provisions of this clause 3.1)it;
(lq) by way of fixed charge, the benefit of all negotiable instruments, guarantees, bondscharges, debentures, legal or equitable charges pledges and other security and all other security, reservation of proprietary rights, rights of tracing, unpaid vendors’ liens and all other rights indemnities and remedies available to it;
(r) all rights, money or property accruing or payable to it now or in the future available under or by virtue of a Fixed Charge Asset except to the Parent extent that such rights, money or property are for the time being effectively charged by fixed charge under the foregoing provisions of this Clause 4.1.
4.2 Each Chargor charges to the Collateral Agent as a continuing security for any Asset the full and punctual payment and discharge of the Parent Secured Obligations, by way of first floating charge all its Assets (other than those which are subject to Security Interests created under the Existing Security) located or existing outside of the PRC only, except to the extent that such Assets are for the time being effectively charged by any fixed charge contained in Clause 4.1 including any Assets comprised within a charge which is reconverted under clause 3.1 Clause 5.3 but in each case so that such Chargor shall not create any Security Interest (fexcept under this Debenture, the Existing Security or a lien arising by operation of law in the ordinary course of such Chargor’s business) over any such Asset (whether having priority over, or ranking pari passu with or subject to, this floating charge) or clause 3.1 take any other step referred to in Clause 7 with respect to any such Asset, and such Chargor shall not, without the consent of the Collateral Agent (k) which consent the Collateral Agent shall give provided it receives instructions in writing from Holders representing more than 50% of the aggregate principal amount outstanding of such GSS Notes), sell, transfer, part with or for the performance by any third party dispose of any duty or obligation now or such Asset except by way of sale in future owed to the Parent;ordinary course of its business other than in accordance with this Debenture.
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Charging Clause. 3.1 The Parent with 4.1 Each Chargor, as a continuing security for the full title guarantee and punctual payment and discharge of the Secured Obligations, hereby agrees as legal and undertakes, on demand in writing by the Collateral Agent, to charge beneficial owner;
(a) charges to the Collateral Agent (as trustee for the payment Secured Parties) on the following located or discharge existing outside of all Secured Sumsthe PRC only:
(ai) to the extent that the Chargor’s interest in the relevant Land constitutes a legal estate, by way of first fixed legal mortgage, all freehold and leasehold Land in Cyprus now vested in the Parent and registered at the Land Registry.
(b) by way of legal mortgage, all freehold and leasehold Land in Cyprus now vested in the Parent and not registered at the Land Registry.
(c) by way of fixed charge, all other Land now being which is now, or in the future becoming the property of the Parent whether in Cyprus or abroad.
(d) by way of fixed chargebecomes, its property; and all such interests and rights in or over relating to Land or in or to the proceeds of sale of Land now or in the future belonging to it;
(ii) to the Parent as have not already been charged under extent that the proceeding provisions Chargor’s interest in the relevant Land constitutes an equitable interest, by way of this clause 3.1 and first fixed equitable charge, all licenses now Land which is now, or in the future held by the Parent to enter uponbecomes, use its property; and all interests and rights in or exploit any Land and the benefit of all options, easements, agreements for lease and other agreements relating to Land or the acquisition, use, exploitation or disposal proceeds of sale of Land to which the Parent is or may in future become entitled;
(e) by way of fixed charge, all plant and machinery now or in the future belonging to it;
(b) charges to the Parent and Collateral Agent (as trustee for the Secured Parties) by way of first fixed charge on the following located or existing outside of the PRC only:
(i) all plant and machinery of the Parent now or in the future attached to any Land which, or an interest in which, is charged by it under the preceding provisions of this clause 3.1 and all rights and interests of the Parent under all present and future agreements for the purchase, maintenance or use of plant and machinery so attachedClause 4.1;
(fii) by way of fixed charge, all rental and other income and all debts and claims now or in the future due or owing to the Parent it under or in connection with any lease, agreement or license licence relating to landLand;
(giii) by way of fixed charge, all Securities belonging to which are now, or in the Parentfuture become, its property;
(hiv) by way all Derivative Rights now or in the future accruing in respect of fixed charge, its Securities;
(v) all insurance or assurance contracts and or policies of insurance and assurance now or in the future held by or otherwise benefiting it which relate to Fixed Charge Assets or which are now or in the Parent and future deposited by it with the Collateral Agent, together with all its rights and interests of the Parent in every such contract contracts and policy policies (including the benefit of all claims arising and all money payable under such contracts and policiesthem);
(ivi) by way of fixed charge, all the its goodwill and uncalled capital for the time being of the Parentbeing;
(jvii) by way of fixed charge, all Intellectual Property Rights of the Parent excluding (but only presently belonging to the extent that and for so long as it, including any Intellectual Property to which it is not capable of being validly charged absolutely entitled or to which it is entitled together with others;
(viii) all Intellectual Property that may be acquired by way of fixed chargeor belong to it in the future, including any such Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(ix) the benefit of any present all agreements and licences now or in the future agreement entered into or licence enjoyed by it relating to such rightsthe use or exploitation of any Intellectual Property in any part of the world;
(kx) by way all its rights now or in the future in relation to trade secrets, confidential information and know-how in any part of fixed chargethe world;
(xi) all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in this Clause 4.1;
(xii) all trade debts now or in the future owing to it;
(xiii) all book and other debts of any nature and all other rights to receive money now or in the future due, payable to it, excluding those arising on fluctuating accounts with other members of the Group;
(xiv) all other debts now or in the future owing to the Parent and all rights and claims of the Parent against third parties, present and future, capable of being satisfied by the payment of money (except rights and claims effectively charged under the preceding provisions of this clause 3.1)it;
(lxv) by way of fixed charge, the benefit of all negotiable instruments, guarantees, bondscharges, debentures, legal or equitable charges pledges and other security and all other security, reservation of proprietary rights, rights of tracing, unpaid vendors’ liens and all other rights indemnities and remedies available to it;
(xvi) all rights, money or property accruing or payable to it now or in the future available under or by virtue of a Fixed Charge Asset except to the Parent as security for any Asset of the Parent charged under clause 3.1 (f) extent that such rights, money or clause 3.1 (k) or property are for the performance time being effectively charged by any third party fixed charge under the foregoing provisions of any duty or obligation now or in future owed to the Parent;this Clause 4.1.
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