Legal Charge Agreement

LEGAL CHARGE AGREEMENT

This Legal Charge Agreement (the Agreement) is made as of between Chargee Name: (the Chargee), and Chargor Name: (the Chargor).

RECITALS

WHEREAS, the Chargor is indebted to the Chargee and has agreed to secure certain present and future obligations by granting a charge over the Chargor's assets on the terms set forth in this Agreement; and

WHEREAS, the parties intend that the security created by this Agreement shall operate as a fixed charge and/or floating charge in the manner and to the extent specified in this Agreement.

WHEREAS, the parties desire to record their agreement in writing.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: (a) "Charged Property" means the assets described in Section 4 and any proceeds thereof; (b) "Secured Obligations" means the obligations described in Section 3; (c) "Event of Default" has the meaning set out in Section 10.

2. CHARGE

The Chargor hereby charges by way of security and grants to the Chargee a continuing security interest over and charge on the Chargor's present and future assets and property specified herein and any proceeds of the same, to secure the punctual payment and performance of the Secured Obligations. The charge created by this Agreement is intended to be a valid, enforceable and continuing security interest under applicable law.

3. SECURED OBLIGATIONS

The obligations secured by this Agreement (the Secured Obligations) include, without limitation:

4. CHARGED PROPERTY

The Chargor hereby charges the following property (the Charged Property), whether now existing or acquired after the date of this Agreement, together with all proceeds and products thereof:

Type of charge (select as applicable): Fixed Charge Floating Charge

5. PRINCIPAL AMOUNT AND INTEREST

The Chargor acknowledges that this charge secures the aggregate principal sum of together with interest payable at the rate of per annum and all other costs, fees and expenses that are recoverable by the Chargee under this Agreement or applicable law.

6. COVENANTS OF THE CHARGOR

The Chargor covenants that, so long as any Secured Obligations remain unpaid or unperformed, the Chargor shall:

1. Preserve and keep insured the Charged Property against loss or damage and deliver evidence of such insurance to the Chargee on request.
2. Not create or permit any other security interest, encumbrance or lien over the Charged Property other than that permitted in writing by the Chargee.
3. Provide to the Chargee such information and access to records and premises as the Chargee reasonably requires to monitor the Charged Property and the Chargor's compliance with this Agreement.

7. REPRESENTATIONS AND WARRANTIES

The Chargor represents and warrants that: (a) it is the sole legal and beneficial owner of the Charged Property free from any encumbrance other than those disclosed to the Chargee in writing; (b) it has full power and authority to grant the charge created by this Agreement; and (c) the execution, delivery and performance of this Agreement do not and will not violate any law, contract or order binding on the Chargor.

8. REGISTRATION AND PRIORITY

The Chargor shall, at its expense, take all steps necessary to register, record or file this Agreement or any financing statement required by applicable law to perfect the security created hereby and preserve the Chargee's priority. Registration details:

Ranking and priority:

9. ENFORCEMENT AND REMEDIES

Upon the occurrence of an Event of Default, the Chargee shall have the right, without further notice where permitted by law, to exercise any or all rights and remedies available at law or in equity, including but not limited to: taking possession of the Charged Property; appointing a receiver; selling or disposing of the Charged Property by public or private sale; applying proceeds to the Secured Obligations; and seeking injunctive relief. The Chargee's remedies are cumulative.

10. EVENTS OF DEFAULT

An Event of Default occurs if: (a) the Chargor fails to pay or perform any Secured Obligation when due; (b) the Chargor breaches any covenant or representation in this Agreement; (c) the Chargor becomes insolvent, enters bankruptcy, or has a receiver appointed over any of its assets; or (d) any security or material part of the Charged Property is seized, attached or becomes subject to an adverse claim.

11. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered by hand, registered mail, courier or other nationally recognized delivery service to the addresses below (or to such other address as a party may designate by notice):

12. ASSIGNMENT

The Chargee may assign or transfer its rights under this Agreement, in whole or in part, without the consent of the Chargor. The Chargor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Chargee, such consent not to be unreasonably withheld.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

16. AMENDMENT AND WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

17. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument.

18. MISCELLANEOUS

The Chargee shall be entitled to recover from the Chargor all reasonable costs and expenses (including legal fees on a solicitor-client basis where permitted by law) incurred by the Chargee in enforcing or attempting to enforce any of its rights under this Agreement.

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