Part 8: Part 8: Interpretation and Definitions
Article 60 - Interpretation(1) In these
Regulations, a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particular Documentshall, unless expressly provided otherwise in these Regulations, include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) a reference to the masculine gender includes the feminine and the neuter; and(F) writing includes any form of representing or reproducing words in legible form.(2) The headings in these Regulationsshall not affect their interpretation.(3) A reference in these Regulationsto a Part, Article or Schedule by number only, and without further identification, is a reference to a Part, Article or Schedule of that number in these Regulations.(4) A reference in an Article or other division of these Regulationsto a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of these Regulationsin which that reference occurs.(5) Each of the Schedules to these Regulationsshall have effect as if set out in these Regulationsand reference to these Regulationsshall include reference to the Schedules.(6) Any reference in these Regulationsto "include", "including", "in particular" "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be constructed so as to limit the generality of any words preceding them.(7) Unless otherwise provided in these Regulations, any determination of whether Goodsare Inventoryor Equipmentis to be made as of the time when the Security Interestin the Goodsattaches.(8) Proceedsare traceable whether or not there is a fiduciary relationship between the Personwho has a Security Interestin the Proceeds, as provided in Article 19, and the Personwho has rights in or has dealt with the Proceeds.(9) A reference in these Regulationsto an "agreement" shall include any agreement effected by a contract, deed or any other instrument or Documentintended to have effect in accordance with QFC Lawor the laws of another jurisdiction.
Article 61 - Definitions
The following words and phrases shall where the context permits have the meanings shown against each of them:
Account a monetary obligation, whether or not it has been earned by performance, but does not include:(A) a monetary obligation evidenced by an Instrument;(B) Investment Property;(C) a Bank Account; or(D) a right to payment for Moneyor funds advanced or sold, other than a right arising out of the use of a credit or charge card or information contained on or for use with the card Account Debtor a Personwho is obligated under an Account Advance the payment of Money, the provision of credit or other giving of Value, and includes any liability of the Debtorto pay interest, credit costs and other charges or costs payable by the Debtorin connection with an Advanceor the enforcement of a Security Interestsecuring the Advance, and reasonable costs incurred and expenditures made for the protection, maintenance, preservation or repair of Collateral Bailee a Personother than the Debtor, the Debtor'sagent, the Secured Partyor the Secured Party'sagent Bank a Personwho in the ordinary course of business receives deposits or other repayable sums Bank Account(A) a deposit held on behalf of a Personby a Bank, but does not include Investment Propertyor a monetary obligation evidenced by an Instrument; and(B) any sum due and payable to, or received between the parties to a financial collateral Arrangement or a close-out netting provision (both as defined in Article 195 of the Insolvency Regulations) in connection therewith Business Day a day on which Banksare open for ordinary business in the QFC Cash Money, cheques and Bank Accounts Certificated Security a Securitywhich is represented by a certificate Chattel Paper one or more writings that evidence both a monetary obligation and a security interest in, or lease of, specific goods or specific goods and accessions Collateral Personal Propertywhich is subject to a Security Interest, and includes Proceedsto which a Security Interestattaches Commodity Account a commodity account maintained by a Commodity Intermediaryin which a Commodity Contractis carried for a Commodity Customer Commodity Contract a commodity futures contract, an option on a commodity futures contract or a commodity option Commodity Customer a Personfor which a Commodity Intermediarycarries a Commodity Contracton its books Commodity Intermediary a Personwho in the ordinary course of business contracts or provides clearance or settlement services relating to Commodity Contracts Company a company incorporated under the Companies Regulations2005 Companies Regulations The Companies Regulations 2005 CRO the Companies Registration Office established pursuant to Article 7 of the QFC Law Debtor(A) a Personwho owes payment or performance of an obligation secured by a Security Interestwhether or not the Personowns or has rights in the Collateral;(B) a seller of an Accountor Promissory Note; or(C) a transferee of, or successor to, a Personreferred to in any of the preceding sub-paragraphsIf the Personmentioned in sub-paragraph (A) and the Personwho has rights in the Collateral are not the same Person, " Debtor" means:(A) the Personwho has rights in the Collateral, where the term is used in a provision dealing with the Collateral;(B) the Personwho owes the obligation, where the term is used in a provision dealing with the secured obligation; and(C) both of those Persons, where the context permits Debtor-Initiated Payment a payment made by or on behalf of the Debtorthrough the use of:(A) an Instrumentor electronic funds transfer; or(B) a debit, transfer order, authorisation or similar written payment mechanism executed by the Debtorwhen the payment is made Default(A) the failure to pay or otherwise perform any secured obligation when due; or(B) the occurrence of any event or set of circumstances on which, under the terms of the Security Agreement, the Secured Partyis expressly entitled to enforce the Security Interest Document except in the definitions of " Document of Title" and "Instrument", includes a document written in electronic form Document of Title a document written on paper issued by or addressed to a Bailee:(A) which covers Goodsin the Bailee'spossession that are identified or are fungible portions of an identified mass; and(B) in which it is stated that the Goodsidentified in it will be delivered to a named Person, or to the transferee of that Person, or to a bearer or to the order of a named Person Dollar; US$ the currency of the United States of America from time to time Electronic Chattel Paper chattel paper evidenced by a record or records consisting of information stored in an electronic medium Entitlement Holder a Personidentified in the records of a Securities Intermediaryas having a Security Entitlement Equipment Goodswhich are held by a Debtorother than as Inventory Financial Asset(A) a Security;(B) an obligation of a Personor a share, participation or other interest in a Person or in Personal Propertyor an enterprise of a Person:(1) which is, or is of a type, dealt in or traded on financial markets; or(2) which is recognised in any area in which it is issued or dealt in as a medium for Investment;(C) any Personal Propertywhich is held by a Securities Intermediaryfor another Personin a Securities Accountif the Securities Intermediaryhas expressly agreed with the other Personthat the Personal Propertyis to be treated as a Financial Assetunder these Regulations; or(D) a credit balance in a Securities Account Financial Collateral Money, Instrumentsor Accountswhich are subject to a Financial Collateral Arrangement Financial Collateral Arrangement a Title Transfer Financial Collateral Arrangementor a Security Financial Collateral Arrangement, whether or not these are covered by a master agreement or general terms and conditions Financing Change Statement data which is transmitted to the CROin accordance with the relevant Parts of the Companies Regulations, the LLP Regulationsor any other applicable Regulationsto amend a Financing Statementor discharge a filing Financing Statement data which is transmitted to the CROin accordance with the relevant Parts of the Companies Regulationsthe LLP Regulationsor any other applicable Regulations, and, if the context permits, includes a Financing Change Statement Goods tangible Personal Propertyand fixtures, but not a Document of Title, an Instrument, Investment Propertywhich is represented by a certificate or Money Insolvency Regulations the Insolvency Regulations 2005 Instrument any document written on paper which evidences a right to payment of Money and is of a type which, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment, but does not include a Document of Titleor Investment Property Intangible all Personal Propertywhich is not tangible, and includes a licence Inventory Goodswhich are:(A) held by a Personfor sale or lease, or which have been leased by that Personas lessor;(B) to be furnished by or on behalf of a Person, or which have been furnished by or on behalf of that Person, under a contract of service;(C) raw materials or work in progress; or(D) materials used or consumed in a business Investment Property a Security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contractor Commodity Account LLP a limited liability partnership incorporated under the LLP Regulations2005 LLP Regulations The Limited Liability Partnerships 2005 Minister the Ministerof Economy and Commerce of the State Money notes and coins which are legal tender in any currency or such other form of currency as specified in further rules made by the QFC Authority Nominated Person a Personwhom the issuer:(A) designates or authorises to pay, accept, negotiate or otherwise give Valueunder a letter of credit; and(B) undertakes by agreement or custom and practice to reimburse Non-Cash Proceeds Proceedsother than Money, cheques, deposits in or Moneycredited to a Bank Account, or insurance payments Non-QFC Person a Personnot being a QFC Person Person a Personincludes any natural or juridicial Person, body corporate, or body unincorporate, including a branch, company, partnership, unincorporated association, government or state Personal Property includes Goods, Documents of Title, Chattel Paper, Instruments, Accounts, Bank Accounts, Money, Investment Propertyand Intangibles Prescribed Fee a fee prescribed in rules made by the CRO Proceeds(A) whatever is acquired on the sale, lease, licence, exchange or other disposition of Collateral;(B) whatever is collected on, or distributed on account of, Collateral;(C) any rights, or privileges or benefits attached to or arising out of Collateral;(D) to the extent of the value of Collateral, claims arising out of:(1) the loss of, or damage to, the Collateral;(2) the interference with use of, or infringement of rights in, the Collateral; or(3) defects in, or nonconformity of, the Collateral;(E) to the extent of the value of Collateral, and to the extent payable to the Debtoror Secured Party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the Collateral,
but does not include products made from
Collateral Promissory Note an Instrument which evidences an unconditional right to payment of Money, but does not include a Bank Accountor Investment Property Purchase take by sale, lease, discount, assignment, negotiation, mortgage, pledge, Security Interest, issue, reissue, gift or any other consensual transaction that creates an interest in Personal Property; and "purchaser" has a corresponding meaning Purchase Money Security Interest(A) a Security Interesttaken in Collateralby a seller to the extent that it secures the obligation to pay all or part of the Collateral'spurchase price; or(B) a Security Interesttaken in Collateralby a Personwho gives value for the purpose of enabling the Debtorto acquire rights in the Collateral, to the extent that the value is applied to acquire those rights; or(C) the interest of a lessor of goods under a lease for a term of more than 1 year; or(D) the interest of a consignor who deliversbut not a transaction of sale and lease back to the seller. Goodsto a consignee under a commercial consignment; QFC the Qatar Financial Centre QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law QFC Court The Civil and Commercial Court of the Qatar Financial Centre established pursuant to QFC Law QFC Law Law No.(7) of 2005 of the State (as amended) QFC Person a Personincorporated, registered or resident in the QFC Qualifying Individual an individual:(A) who is an director, officer or partner of the relevant Person; or(B) who is an employee of the relevant Personand is under a duty to communicate relevant facts to any other employee of the relevant Personor to an officer or partner of the relevant Person Regulations Regulations enacted by the Ministerin accordance with Article 9 of the QFC Law Related Person a Personconnected or associated with a Secured Partyincluding:(A) a Personholding Securities in a Secured Party;(B) a Personentitled to exercise or control the exercise of voting power in a Secured Party;(C) a director, officer or partner of the Secured Party;(D) a Personwho shares a director, officer or partner with a Secured Party;(E) an employee of a Secured Party;(F) a Personin the same group as the Secured Party;(G) the spouse of a Secured Partyor a director, officer, partner or employee of the Secured Party;(H) a child or stepchild of a Secured Partyor a director, officer, partner or employee of the Secured Party; or(I) the trustee of any settlement (including any disposition or arrangement under which Personal Propertyis held on trust (or subject to a comparable obligation) under which the Secured Partyhas a life interest in possession) Secured Party a Personin whose favour a Security Interestis created or provided for under a Security Agreement, including a party who holds a Security Interestfor the benefit of another Personand, if a Security Interestis embodied in a Security Interest Trust Deed, a trustee, nominee or agent and includes for the purpose of Article 51 an administrator Securities Account a securities account to which a Financial Assetis or may be credited in accordance with an agreement under which the Personmaintaining the Securities Accountundertakes to treat the Personfor whom the Securities Accountis maintained as entitled to exercise the rights that constitute that Financial Asset Securities Intermediary a clearing agency, or a Person, including a broker, Bankor trust company, which in the ordinary course of its business maintains Securities Accountsfor others and is acting in that capacity Security(A) shares in companies and other securities equivalent to shares in companies;(B) bonds and other forms of instruments giving rise to or acknowledging indebtedness if these are tradeable on the capital market; and(C) any other securities which are normally dealt in and which give the right to acquire any such shares, bonds, instruments or other securities by subscription, purchase or exchange or which give rise to a cash settlement (excluding instruments of payment);and includes units of a collective investment scheme, money market instruments, claims relating to or rights in or in respect of any of the financial instruments included in this definition and any rights, privileges or benefits attached to or arising from any such financial instruments Security Agreement an agreement which creates or provides for a Security Interest Security Certificate a certificate representing a Security Security Entitlement the rights and property interest of an Entitlement Holderwith respect to a Financial Asset Security Interest(A) an interest in Personal Propertywhich secures payment or performance of an obligation (whether present, future, actual or contingent or a prospective obligation) without regard:(1) to the form of the transaction which creates or provides for the interest; or(2) to the Personwho has title to the Collateral(B) without limiting paragraph (A), " Security Interest" includes:(1) charges, mortgages, pledges; and(2) the following arrangements if they secure payment or performance of an obligation, namely: leases, consignments, Security Interest Trust Deeds, trust receipts, transfers of Accounts, transfers of Promissory Notes, hire-purchase agreements and conditional sales (including agreements to sell subject to retention of title), unless the QFC Authority makes any rules to the contrary.but does not include the interest of a seller who has shipped Goodsto a purchaser under a negotiable bill of lading or its equivalent to the order of the seller or to the order of an agent of the seller, unless the parties have otherwise expressly evidenced an intention to create or provide for a Security Interestin the Goods.(C) a Security Interestmay exist whether or not an obligation is outstanding and whether or not the Security Interesthas attached. Security Financial Collateral Arrangement an agreement or arrangement, evidenced in writing, where—(a) the purpose of the agreement or arrangement is to secure the relevant financial obligations owed to the collateral-taker;(b) the collateral-provider creates or there arises a Security Interestin Financial Collateralto secure those obligations;(c) the Financial Collateralis delivered, transferred, held, registered or otherwise designated so as to be in the possession or under the control of the collateral-taker or a Personacting on its behalf; any right of the collateral-provider to substitute financial collateral of the same or greater value or withdraw excess financial collateral or to Collect the proceeds of credit claims until further notice shall not prevent the Financial Collateralbeing in the possession or under the Control of the collateral-taker; and(d) the collateral-provider and the collateral-taker are both non-natural Persons; Security Interest Trust Deed a Document(however designated) by the terms of which a Personissues or guarantees, or provides for the issue or guarantee of, debt obligations secured by a Security Interestand in connection with which a Personis appointed as trustee, nominee or agent for the holders of the debt obligations issued, guaranteed or provided for under that Document State the Stateof Qatar Supporting Obligation a right to the Proceedsof a letter of credit or a guarantee or indemnity which supports the payment or performance of the principal obligation under an Account, Document, Intangible, Instrumentor Investment Property Title Transfer Financial Collateral Arrangement an agreement or arrangement, including a repurchase agreement, evidenced in writing, where—(a) the purpose of the agreement or arrangement is to secure or otherwise cover the relevant financial obligations owed to the collateral-taker;(b) the collateral-provider transfers legal and beneficial ownership in Financial Collateralto a collateral-taker on terms that when the relevant financial obligations are discharged the collateral-taker must transfer legal and beneficial ownership of equivalent Financial Collateralto the collateral-provider; and(c) the collateral-provider and the collateral-taker are both non-natural Persons; Uncertificated Security a Securitywhich is not represented by a certificate Unique Identifying Number the serial or other identifying number prescribed to any Goods Value any consideration which is sufficient to support a simple contract, and includes an antecedent debt or other obligation