Technograph Microcircuits Limited

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THE UNPAID PRINCIPAL OF AND INTEREST ON (INCLUDING, WITHOUT LIMITATION, INTEREST ACCRUING AFTER THE MATURITY OF THE ENGL ISH LOANS (AS DEFINED THEREIN) AND INTER EST ACCRUING AFTER THE FILING OF ANY PET ITION IN BANKRUPTCY,OR THE COMMENCEMENT OF ANY INSOLVENCY,REORGANISATION OR LIKE PROCEEDING,RELATING TO THE ENGLISH BORR OWER,WHETHER OR NOT A CLAIM FOR POST-FIL ING OR POST-PETITION INTEREST IS ALLOWED IN SUCH PROCEEDINGS) THE ENGLISH LOANS AND ALL OTHER OBLIGATIONS AND LIABILITIE S OF THE ENGLISH BORROWER TO THE CHASE M ANHATTAN BANK,ACTING THROUGH ITS LONDON BRANCH,THE ENGLISH AGENT OR TO THE ENGLI SH LENDERS,WHETHER DIRECT OR INDIRECT,AB SOLUTE OR CONTINGENT,DUE OR TO BECOME DU E,OR NOW EXISTING OR HEREAFTER INCURRED, WHICH MAY ARISE UNDER,OUT OF,OR IN CONNE CTION WITH THE FINANCE DOCUMENTS (AS DEF INED THEREIN),WHETHER ON ACCOUNT OF PRIN CIPAL,INTEREST,REIMBURSEMENT OBLIGATIONS ,FEES,INDEMNITIES,COSTS,EXPENSES (INCLUDING, WITHOUT LIMITATION,ALL FEES AND DISBURSEMENTS OF COUNSEL TO THE ENGL ISH AGENT OR THE ENGLISH LENDERS THAT AR E REQUIRED TO BE PAID BY THE ENGLISH BOR ROWER PURSUANT TO THE TERMS OF THE AGREE MENT) OR OTHERWISE (THE "SECURED LIABILI TIES") PROVIDED ALWAYS ANY OBLIGATION WH ICH,IF IT WERE SO INCLUDED WITHIN THE DE FINITION OF "SECURED LIABILITIES",WOULD RESULT IN THE GUARANTEE AND DEBENTURE CO NTRAVENING SECTION 151 OF THE COMPANIES ACT 1985 SHALL NOT BE INCLUDED WITHIN TH E DEFINITION OF "SECURED LIABILITIES"

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