Legal Deed of Charge

LEGAL DEED OF CHARGE

This Deed is made on the day of , between:

Chargor Name:   Chargor Address:   ("Chargor")

AND

Chargee Name:   Chargee Address:   ("Chargee")

RECITALS

WHEREAS the Chargee has agreed to extend credit or provide financial accommodation to the Chargor on the terms of a facility or agreement identified as: (the "Facility").

WHEREAS the Chargor is indebted to the Chargee in respect of principal, interest, fees and other sums outstanding under the Facility up to the aggregate principal amount of or such other sum as may from time to time be owing (the "Secured Obligations").

WHEREAS the Parties wish to record by deed the security constituted by the charges granted by the Chargor in favour of the Chargee over the Chargor's assets as security for the Secured Obligations.

NOW THEREFORE

In consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, the Chargor hereby covenants with the Chargee as follows.

1. DEFINITIONS

In this Deed, unless the context otherwise requires, the following words have the following meanings: "Charged Assets" means all present and future property, assets, undertakings and rights described in Schedule A and any other property charged by this Deed; "Secured Obligations" has the meaning set out in the Recitals; "Date of this Deed" means the date set out at the beginning of this Deed.

2. CHARGED ASSETS

The Chargor hereby charges by way of security interest in favour of the Chargee all right, title and interest of the Chargor in and to the Charged Assets. Particulars and a description of the Charged Assets are set out below and may be amended from time to time in writing by the Chargee and Chargor.

3. NATURE OF CHARGE

The security constituted by this Deed shall operate as: Fixed charge Floating charge The Chargor acknowledges that, where a floating charge applies, the Chargee's rights shall crystallise upon the occurrence of an Event of Default.

4. COVENANTS

The Chargor covenants with the Chargee that until the Secured Obligations have been paid and satisfied in full the Chargor shall (a) preserve and keep in force all material rights and interests in the Charged Assets; (b) not create or permit any security interest ranking in priority to or pari passu with the Chargee over the Charged Assets without the prior written consent of the Chargee; and (c) not sell, transfer, lease or otherwise dispose of the Charged Assets except in the ordinary course of business with the prior written consent of the Chargee.

5. REPRESENTATIONS AND WARRANTIES

The Chargor represents and warrants to the Chargee that as at the Date of this Deed: (a) the Chargor is validly existing and has the power and authority to grant the security created by this Deed; (b) the Chargor has good title to and capacity to charge the Charged Assets free from any other encumbrance except as disclosed in writing to the Chargee; and (c) there are no actions, claims or proceedings pending or threatened against the Chargor that would materially adversely affect the Chargor's ability to perform its obligations under this Deed.

6. ENFORCEMENT POWERS

Upon the occurrence of an Event of Default (including failure to pay any Secured Obligation when due), the Chargee shall have all powers conferred by law and equity, and such further powers as are expressly granted in this Deed, including the power to appoint a receiver or manager, to exercise any power of sale, to take possession of the Charged Assets, to collect and appropriate accounts and proceeds and to apply the net proceeds in or towards satisfaction of the Secured Obligations.

7. REGISTRATION AND PRIORITY

The Parties acknowledge that this Deed may be registrable as security under applicable law. The Chargor shall, at its expense, execute and deliver all documents and take all steps reasonably required by the Chargee to register, perfect or protect the Chargee's interest in the Charged Assets. Registration details (if any) are:

8. RELEASE ON SATISFACTION

When all Secured Obligations have been paid and satisfied in full and no amount remains owing by the Chargor to the Chargee, the Chargee shall, at the Chargor's cost, execute and deliver such documents and take such steps as are reasonably necessary to release the security created by this Deed.

9. NOTICES

10. MISCELLANEOUS

Governing Law: This Deed and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of .

Entire Agreement: This Deed constitutes the entire agreement between the Parties in respect of the subject matter of this Deed and supersedes all prior agreements and understandings relating thereto.

Severability: If any provision of this Deed is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be severed and the remainder of this Deed shall continue in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision of this Deed shall be effective unless made in writing and signed by both Parties. No failure or delay by the Chargee in exercising any right or remedy shall operate as a waiver.

Counterparts and Execution as Deed: This Deed may be executed in any number of counterparts and may be delivered by electronic copy. This Deed is executed as a deed and takes effect as a deed upon delivery.

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