South African Airways Soc Limited

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ALL MONIE DUE OR TO BECOME DUE FROM THE COMPANY TO ZS-SND/F/G, SAA 340-600 AND/O R THE FINANCE PARTIES UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

ALL MONIE DUE OR TO BECOME DUE FROM THE COMPANY TO ZS-SND/F/G, SAA 340-600 AND/O R THE FINANCE PARTIES UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

ALL MONIE DUE OR TO BECOME DUE FROM THE COMPANY TO ZS-SND/F/G, SAA 340-600 AND/O R THE FINANCE PARTIES UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

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ANY AND ALL OF THE OBLIGATIONS PRESENT O R FUTURE OWED BY THE COMPANY TO THE CHAR GEE UNDER THE LEASE AGREEMENT OR ANY ASS OCIATED LEASE AGREEMENT (ALL TERMS AS DE FINED)

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ANY AND ALL THE OBLIGATIONS OWED BY THE COMPANY TO THE CHARGEE OR ANY AFFILIATE OF THE CHARGEE UNDER THE LEASE AGREEMENT OR ANY ASSOCIATED LEASE AGREEMENT TO WH ICH TH EASSIGNEE OF ANY AFFILIATE OF THE ASSIGNEE IS A PARTY TO IN THE CAPACITY OF A LESSOR.

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ALL OF THE OBLIGATIONS DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE OR A NY AFFILIATE OF THE CHARGEE UNDER THE LE ASE AGREEMENT OF EVEN DATE OR ANY ASSOCI ATED LEASE AGREEMENT TO WHICH THE CHARGE E OR ANY AFFILIATE OF THE CHARGEE IS A P ARTY IN THE CAPACITY OF LESSOR

ALL THE SECURED OBLIGATIONS (AS DEFINED) FROM THE COMPANY TO THE CHARGEE

ALL THE SECURED OBLIGATIONS (AS DEFINED) FROM THE COMPANY TO THE CHARGEE

ANY AND ALL OF THE OBLIGATIONS DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHAR GEE UNDER THE LEASE AGREEMENT OR ANY ASS OCIATED LEASE AGREEMENT

ALL OF THE OBLIGATIONS (WHETHER PRESENT OR FUTURE, ACTUAL OR CONTINGENT) WHICH W ERE ON 31 JANUARY 2001 OR AT ANY TIME OW ED BY THE ASSIGNOR (COMPANY) TO THE CHAR GEE (ASSIGNEE) OR ANY AFFILIATE OF THE A SSIGNEE UNDER THE LEASE AGREEMENT OR ANY ASSOCIATED LEASE AGREEMENT TO WHICH THE ASSIGNEE OR ANY AFFILIATE OF THE ASSIGN EE IS A PARTY IN THE CAPACITY OF LESSOR.

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ALL OBLIGATION OF THE COMPANY TO TRANSFE R TITLE TO THE CHARGEE (LESSOR) IN ACCOR DANCE WITH THE TERMS OF THE SECOND CONDI TIONAL SALE AGREEMENT

ALL OBLIGATION OF THE COMPANY TO TRANSFE R TITLE TO THE CHARGEE (LESSOR) IN ACCOR DANCE WITH THE TERMS OF THE SECOND CONDI TIONAL SALE AGREEMENT

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THE PAYMENT AND PERFORMANCE OBLIGATIONS OF THE COMPANY TO AND IN FAVOUR OF THE W ELLARD LIMITED PARTNERSHIP, SILENTDALE L IMITED AND LLOYDS TSB BANK PLC UNDER THE LEASE AND THE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY (THE "SECURED OB LIGATIONS")

THE PAYMENT AND PERFORMANCE OBLIGATIONS OF THE COMPANY TO AND IN FAVOUR OF THE S T MARGARETS LIMITED PARTNERSHIP, HVB ASS ET LEASING LIMITED AND BAYERISCHE HYPO- UND VEREINSBANK AG UNDER THE LEASE AND T HE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY (THE "SECURED OBLIGATIONS")

ANY AND ALL OF THE OBLIGATIONS (PRESENT OR FUTURE, ACTUAL OR CONTINGENT) OWED BY THE COMPANY TO THE CHARGEE OR ANY AFFIL IATE OF THE CHARGEE UNDER THE TERMS OF T HE LEASE AGREEMENT OR ANY ASSOCIATED LEA SE AGREEMENT TO WHICH THE CHARGEE OR ANY AFFILIATE OF THE CHARGEE IS A PARTY IN THE CAPACITY OF LESSOR

ANY AND ALL OF THE OBLIGATIONS (PRESENT OR FUTURE, ACTUAL OR CONTINGENT) OWED BY THE COMPANY TO THE CHARGEE OR ANY AFFIL IATE OF THE CHARGEE UNDER THE TERMS OF T HE LEASE AGREEMENT OR ANY ASSOCIATED LEA SE AGREEMENT TO WHICH THE CHARGEE OR ANY AFFIATE OF THE CHARGEE IS A PARTY IN TH E CAPACITY OF LESSOR

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PUNTUAL PERFORMANCE AND DISCHARGE OF THE SECURED OBLGATIONS DUE OR TO BECOME DUE FROM THE ASSIGNOR TO THE CHARGEE OR ANY AFFILIATE OF THE ASSIGNEE UNDER THE LEA SE AGREEMENT OR ANY ASSOCIATED LEASE AGR EEMENT (AS DEFINED THEREIN)