Legal Charging Document

LEGAL CHARGING DOCUMENT

This Legal Charging Document (the Document) is made as of the day of by and between Chargor Name: of address (hereinafter "Chargor"), and Secured Party Name: of address (hereinafter "Secured Party").

RECITALS

WHEREAS, Chargor is indebted to Secured Party pursuant to that certain obligation described as in the principal amount of (the "Obligation");

WHEREAS, to secure payment and performance of the Obligation, Chargor desires to grant and hereby grants to Secured Party a charge over, and security interest in, the Collateral described herein;

WHEREAS, Secured Party is willing to accept such charge on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Document, the following terms have the meanings set forth below:

"Collateral" means all assets, property and rights of Chargor described in Section 2 and any additions, proceeds, accessions or replacements thereof.

2. GRANT OF CHARGE

Chargor hereby grants to Secured Party a continuing, first-ranking charge and security interest in and to the Collateral to secure the prompt payment and performance of the Obligation and all renewals, extensions and modifications thereof. The Collateral consists of the following:

The charge extends to all proceeds of the Collateral including, without limitation, insurance proceeds, accounts, rents, and any sale proceeds.

3. REPRESENTATIONS AND WARRANTIES

Chargor represents and warrants that: (a) Chargor is the legal and beneficial owner of the Collateral free of any liens or encumbrances except those disclosed to Secured Party in writing; (b) Chargor has full power and authority to grant the charge; (c) the execution and delivery of this Document and the performance of Chargor's obligations will not violate any agreement or law binding on Chargor.

4. COVENANTS

Chargor covenants that until the Obligation has been paid in full: (a) Chargor will maintain the Collateral in good condition and will not permit any lien, charge or encumbrance to attach to the Collateral other than the charge created by this Document; (b) Chargor will promptly notify Secured Party of any material loss or damage to the Collateral; (c) Chargor will execute and deliver such further documents and do such acts as may be reasonably required to perfect and preserve the security interest created by this Document.

5. DEFAULT; REMEDIES

An Event of Default occurs if (a) Chargor fails to pay any amount when due under the Obligation, (b) Chargor breaches any representation or covenant in this Document and such breach is not remedied within thirty (30) days after notice, or (c) Chargor becomes insolvent, makes an assignment for the benefit of creditors, or a receiver is appointed for Chargor's assets.

Upon the occurrence of an Event of Default, Secured Party, at its option and without further notice to Chargor (to the extent permitted by applicable law), may exercise any rights and remedies available at law or in equity, including but not limited to: taking possession of the Collateral, selling or otherwise disposing of the Collateral at public or private sale, collecting accounts and rents, and applying proceeds to the Obligation. Secured Party's remedies are cumulative.

6. PERFECTION; FURTHER ASSURANCES

Chargor agrees to cooperate with Secured Party to take all actions reasonably necessary to perfect and maintain the perfection and priority of the security interest created by this Document, including the execution and filing of financing statements and other instruments. Chargor authorizes Secured Party to file such financing statements naming Chargor as debtor and Secured Party as secured party.

7. NOTICES

All notices, requests, demands or other communications required or permitted to be given under this Document shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section).

8. ASSIGNMENT

Secured Party may assign or transfer its rights under this Document in whole or in part without the consent of Chargor. Chargor may not assign its rights or obligations under this Document without the prior written consent of Secured Party, which consent shall not be unreasonably withheld.

9. AMENDMENT; WAIVER

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

10. GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of laws.

11. ENTIRE AGREEMENT

This Document, together with any documents executed in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Document is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate, to the fullest extent permitted by law, the intent of the Parties.

13. COUNTERPARTS

This Document may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic image shall be effective as original signatures.

14. REMEDIES CUMULATIVE; ATTORNEYS' FEES

All rights and remedies of Secured Party under this Document are cumulative and in addition to any other rights or remedies available at law or in equity. Chargor shall pay all costs and expenses (including reasonable attorneys' fees) incurred by Secured Party in enforcing its rights under this Document following an Event of Default.

15. MISCELLANEOUS

The headings in this Document are for convenience only and shall not affect interpretation. Time is of the essence with respect to the performance of all obligations hereunder unless otherwise expressly provided.

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