Legal Charge Certificate

LEGAL CHARGE CERTIFICATE

This Legal Charge Certificate (the "Certificate") is made as of Effective Date: by and between Chargor Name: , a legal entity type: Corporation LLC Individual , with registered address: (the "Chargor"), and Chargee Name: , with address: (the "Chargee").

RECITALS

WHEREAS, the Chargor is indebted to the Chargee pursuant to a loan, credit facility or other obligation identified as Loan Reference: in the principal amount of (the "Secured Obligations");

WHEREAS, on Charge Date: the Chargor created, granted and delivered to the Chargee a legal charge (the "Charge") over the Property described below as security for the Secured Obligations;

WHEREAS, the parties desire to set forth in this Certificate the material terms of the Charge, confirm registration particulars and certify the priority and status of the Charge for the purposes of recording and enforcement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Certificate, unless the context otherwise requires, capitalized terms used shall have the meanings ascribed in this Section. "Secured Obligations" means all present and future liabilities and obligations of the Chargor to the Chargee arising under or in connection with the Loan Reference specified above, including interest, costs of enforcement, expenses and other sums due.

2. GRANT OF CHARGE

The Chargor hereby confirms that it has granted to the Chargee a continuing first ranking legal charge over the Property described in Section 3 below to secure the punctual payment and performance of the Secured Obligations. The Charge is a continuing security interest and shall extend to and secure all Secured Obligations whether now existing or hereafter arising.

3. SECURITY PROPERTY

4. SECURED OBLIGATIONS

The Charge secures (a) payment of the principal sum of and (b) all accrued and accruing interest, fees, duties, costs of collection and enforcement, and any other monies payable by the Chargor to the Chargee in respect of the Loan Reference.

5. REGISTRATION, PRIORITY AND CERTIFICATE DETAILS

The parties certify that the Charge has been registered or will be registered in the appropriate register. Registry name: ; Registration number or filing reference: ; Date of registration (if registered): .

If registration has not yet occurred, the Chargee shall cause registration to be effected within days of the Effective Date and shall update this Certificate with the registration particulars promptly upon filing.

6. REPRESENTATIONS AND WARRANTIES

The Chargor represents and warrants to the Chargee that: (a) it has full power and authority to grant the Charge and to execute and deliver this Certificate; (b) the Charge is or when registered will be a valid, subsisting and enforceable security interest subject to applicable law; and (c) other than as disclosed in Schedule of Encumbrances below, there are no prior charges, liens or encumbrances affecting the Property.

7. COVENANTS

The Chargor covenants to the Chargee that, until the Secured Obligations are paid and the Charge is lawfully discharged, the Chargor shall (a) not create or permit any further security interest over the Property without the prior written consent of the Chargee; (b) maintain the Property in good repair and condition; and (c) promptly disclose to the Chargee any matter which could materially impair the Chargee's security or priority.

8. DEFAULT AND REMEDIES

Upon the occurrence of an Event of Default under the underlying financing arrangement, the Chargee shall have all rights and remedies available at law and in equity, including but not limited to enforcement of the Charge, sale or other disposition of the Property and appointment of a receiver. Exercise of one remedy shall not preclude the exercise of others.

9. RELEASE AND DISCHARGE

The Charge shall be released and discharged upon full and final payment and satisfaction in full of the Secured Obligations. Upon receipt of written request and evidence of satisfaction, the Chargee shall at the Chargor's expense execute and deliver instruments reasonably necessary to release, discharge and cancel the registration of the Charge.

10. NOTICES

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction identified as Governing State: . This Certificate, together with the documents referred to herein, constitutes the entire agreement between the parties in respect of the Charge and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Certificate shall be effective unless made in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Certificate may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

CERTIFICATION

The Chargee hereby certifies that the statements contained in this Certificate are true and correct to the best of its knowledge and belief as of the Effective Date and, if registration has been effected, that the registration particulars set out in Section 5 are accurate. Certificate of Charge Number (if applicable): .

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