Legal Charge Document

LEGAL CHARGE DOCUMENT

This Legal Charge Document is made as of by and between Chargor Name: with primary address at , and Chargee Name: with primary address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Chargee has advanced or agreed to advance monies or other value to the Chargor or has extended credit or other financial accommodation to the Chargor for the indebtedness described below (the "Debt");

WHEREAS, the Chargor has agreed to grant a continuing legal charge and security interest in certain property to secure the prompt payment and performance of the Debt and all ancillary obligations and liabilities arising therefrom; and

WHEREAS, the Parties desire to set forth the terms by which the Chargor grants such charge to the Chargee, and the rights and remedies available to the Chargee upon default.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

In this Document, unless the context otherwise requires:

"Charged Property" means the property, assets and rights described in Section 2 and in the Collateral Description, and includes proceeds, accessions, replacements and substitutions thereof.

"Debt" means all principal, interest, fees, costs, indemnities and other obligations at any time owing by the Chargor to the Chargee under the underlying loan, advances, or other arrangement specified in this Document.

2. GRANT OF CHARGE

2.1 Charge Granted. The Chargor hereby charges and grants to the Chargee, with full title guarantee where applicable, a continuing first-ranking legal charge, lien and security interest over and in respect of the Charged Property to secure the punctual payment and performance of the Debt and all other obligations at any time owed by the Chargor to the Chargee.

2.2 Extent. The charge created by this Document shall attach to the Charged Property as security for the Debt irrespective of any intermediate payment or settlement and shall be a continuing security until discharged in accordance with Section 9.

3. SECURED OBLIGATIONS

3.1 Secured Amount. The Debt secured by this charge includes the principal sum of together with accrued interest, fees, and other amounts as provided in the underlying loan agreement.

3.2 Interest. Interest shall accrue on overdue amounts at a rate of percent per annum, compounded as permitted by law, until payment in full.

4. REPRESENTATIONS AND WARRANTIES

The Chargor represents and warrants to the Chargee that:

(a) it is the lawful owner of the Charged Property free of any other charge, lien or encumbrance except those disclosed in writing to the Chargee; (b) it has full power and authority to execute, deliver and perform this Document; and (c) the execution and performance of this Document do not violate any agreement, law or order binding on the Chargor.

5. COVENANTS

The Chargor covenants that, until the Debt has been irrevocably paid and the charge released: (a) it will not create or permit any security interest or encumbrance over the Charged Property other than those disclosed in writing; (b) it will maintain the Charged Property in good condition and repair; (c) it will pay all taxes, assessments and outgoings affecting the Charged Property when due; and (d) it will give the Chargee prompt written notice of any event which materially impairs the Chargor's ability to perform its obligations.

6. REGISTRATION, PERFECTION AND PRIORITY

6.1 Registration. The Chargee shall be entitled to register and file this Document, any financing statement or other notice as necessary to perfect, protect or enforce the Charge. All costs of registration, filing and related expenses shall be payable by the Chargor on demand.

6.2 Priority. Unless otherwise agreed in writing by the Parties, this charge shall rank in priority as set forth in any registration or as required by applicable law.

7. EVENTS OF DEFAULT AND REMEDIES

7.1 Events of Default. An Event of Default shall occur upon (a) failure to pay any amount when due under the Debt, (b) breach of any representation, warranty or covenant contained in this Document which remains uncured for the period of thirty (30) days after notice, (c) insolvency or bankruptcy of the Chargor, or (d) any material adverse change in the Chargor's financial condition.

7.2 Remedies. Upon the occurrence of an Event of Default, the Chargee may, without further notice where permitted, exercise all rights and remedies available at law or in equity, including taking possession of the Charged Property, appointing a receiver, selling the Charged Property by public or private sale, and applying the proceeds toward satisfaction of the Debt. The Chargor shall be liable for all costs of enforcement, including reasonable legal fees and expenses.

8. PRIORITY AND SUBORDINATION

The Parties may, by written agreement executed by both, subordinate or modify the priority of this charge. No such subordination shall release the Chargor from its obligations unless expressly provided in writing by the Chargee.

9. RELEASE AND DISCHARGE

Upon full and final payment and performance of the Debt and related obligations, the Chargee shall deliver or cause to be delivered to the Chargor a release or discharge of this charge in form reasonably satisfactory to the Chargor, and shall take such steps as are reasonably required to remove any registration of the charge at the Chargee's cost.

10. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in certified or registered mail, postage prepaid, to the respective addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS, WAIVER, COUNTERPARTS

No amendment or waiver of any provision of this Document shall be effective unless in writing and signed by both Parties. Failure or delay by a Party to exercise any right shall not constitute a waiver. This Document may be executed in counterparts and by electronic signature, each of which shall be deemed an original but all of which together shall constitute one instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Document shall be governed by and construed in accordance with the laws of the jurisdiction specified below. Any dispute arising under or in connection with this Document shall be subject to the exclusive jurisdiction of the courts of that jurisdiction.

If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Document constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, negotiations and agreements, whether oral or written.

13. MISCELLANEOUS

13.1 Costs. The Chargor shall pay all documented costs and expenses reasonably incurred by the Chargee in connection with the creation, registration, enforcement or discharge of this charge, including reasonable legal fees.

13.2 Assignment. The Chargee may assign or transfer any of its rights under this Document without the consent of the Chargor; the Chargor may not assign its obligations without the prior written consent of the Chargee.

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