**EXHIBIT 10.11**

 

**[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACTOF 1934, AS AMENDED.**

 
| DATED |   | JUNE 24,  2004 |
|-------|--------|---------------------|

 

VIEWSONICEUROPE LIMITED

and others asChargors

 

and

 

BURDALEFINANCIAL LIMITED

 

 

----

DEED OFDEBENTURE

----

 

 

NabarroNathanson

LaconHouse

Theobald’sRoad

London  WC1X 8RW

 

Tel:  0207524 6000

 

----

 

**CONTENTS**

 
| **Clause** |   | **Subject  matter**                |   |
|------------|--------|------------------------------------|--------|
|       |   |                               |   |
| 1.         |   | DEFINITIONS AND  INTERPRETATION    | 1      |
| 2.         |   | FIXED SECURITY                     | 7      |
| 3.         |   | FLOATING  CHARGE                   | 9      |
| 4.         |   | REPRESENTATIONS AND  WARRANTIES    | 9      |
| 5.         |   | UNDERTAKINGS                       | 12     |
| 6.         |   | WHEN SECURITY BECOMES  ENFORCEABLE | 19     |
| 7.         |   | ENFORCEMENT  OF SECURITY           | 19     |
| 8.         |   | RECEIVER                           | 21     |
| 9.         |   | POWERS  OF RECEIVER                | 22     |
| 10.        |   | APPLICATION  OF PROCEEDS           | 25     |
| 11.        |   | EXPENSES  AND INDEMNITY            | 26     |
| 12.        |   | DELEGATION                         | 26     |
| 13.        |   | FURTHER  ASSURANCES                | 26     |
| 14.        |   | POWER OF  ATTORNEY                 | 27     |
| 15.        |   | CONTINUING  SECURITY               | 27     |
| 16.        |   | MISCELLANEOUS                      | 29     |
| 17.        |   | RELEASE                            | 30     |
| 18.        |   | RIGHTS  AND REMEDIES               | 30     |
| 19.        |   | NOTICES                            | 31     |
| 20.        |   | GOVERNING LAW AND  JURISDICTION    | 31     |

 
| SCHEDULE 1 | The Chargors                                    | 32 |
|-----------------|-------------------------------------------------|----|
| SCHEDULE 2 | Mortgaged Property                              | 33 |
| SCHEDULE 3 | Forms of Notice to  Banks and Acknowledgement   | 34 |
|            | Part I - Blocked Accounts                       | 34 |
|            | Part II - Other Accounts Other  Accounts Notice | 34 |
| SCHEDULE 4 | Group Shares                                    | 41 |
| SCHEDULE 5 | Other Accounts                                  | 42 |
| SCHEDULE 6 | Deed of Accession                               | 43 |
| SCHEDULE 7 | Specified  Intellectual Property                | 47 |
| SCHEDULE 8 | Specified Equipment                             | 48 |

 

i

----

 

**DEED OF DEBENTURE**

 
| **DATE** | **JUNE  2004** |
|----------|---------------------|

 

 

**PARTIES**

 

(1)                       VIEWSONIC EUROPE LIMITED (registered in England andWales under company registration number 03131161) (the **“Company”**);

 

(2)                       THE COMPANIES (if any) identified in **Schedule **1 (together with the Companyand each person which becomes a party to this Deed by executing a Deed ofAccession, each a **“Chargor”** andtogether the **“Chargors”**); and

 

(3)                       BURDALE FINANCIAL LIMITED (registered in England andWales under company registration number 2656007) (**“Burdale”**).

 

**RECITALS**

 

(A)                   The Chargors enter into this Deed to secure therepayment and satisfaction of the Secured Liabilities.

 

(B)                     The Chargors and Burdale intend that this documenttake effect as a deed notwithstanding that it may be executed under hand.

 

**IT IS AGREED ASFOLLOWS:**

 

# **1.**                           DEFINITIONS AND INTERPRETATION

 

## 1.1                                          In this Deed:

 

**“Blocked Accounts”**

 

meansthe bank accounts of the Chargors specified in Part I of schedule 5 and/orin the schedule to any Deed of Accession and/or such other bank accountsof the Chargors as Burdale may approve;

 

**“Book Debts”**

 

means:

 

(a)                        all book and other debts inexistence from time to time (including, without limitation, any sums whatsoeverowed by banks or similar institutions) both present and future, actual orcontingent, due, owing to or which may become due, owing to or purchased orotherwise acquired by any Chargor; and

 

1

----

 

(b)                       the benefit of all rightswhatsoever relating to the debts referred to above including, withoutlimitation, any related agreements, documents, rights and remedies (including,without limitation, negotiable or non-negotiable instruments, guarantees, indemnities,legal and equitable charges, reservation of proprietary rights, rights oftracing, unpaid vendor’s liens and all similar connected or related rights andassets);

 

**“Charged Accounts”**

 

meansthe Blocked Accounts and the Other Accounts;

 

**“Dangerous Substance”**

 

meansany substance of whatever kind and form and in whatever combination capable ofcausing harm to any lifeform or the environment;

 

**“Deed of Accession”**

 

means adeed of accession substantially in the form set out in **Schedule **6;

 

**“Environmental Law”**

 

meansall laws, regulations, directives, statutes and any guidance, circular orregulations issued thereunder, subordinate legislation, common law, equity, allother international, national and local laws and all judgments, orders,instructions or awards of any court or competent authority concerning theprotection of or compensation for damage to human health, the environment, orthe condition, of any work place or the generation, dealing with, or disposalof any Dangerous Substance;

 

**“Environmental Licence”**

 

meansany consent, approval, authorisation, exemption, licence, order, permission,condition, recording, registration, variation, modification or transferrequired by any Environmental Law;

 

**“Environmental Proceedings”**

 

meansany written claim or demand or any criminal, civil, judicial, regulatory oradministrative proceedings, suit or action or other enforcement process broughtor taken under any Environmental Laws (including without limitation any writtenclaim or demand etc in respect of any Remedial Works) or any matter which wouldbe the subject of any such written claim or demand etc but where liability hasbeen admitted or otherwise settled or agreed;

 

**“Equipment”**

 

means(save to the extent that any such items form part of such Chargor’s stock intrade) all present and future plant, equipment, machinery, computers andcomputer hardware and software (whether owned or licensed), vehicles, tools,furniture and fixtures and all attachments, accessories owned by any Chargorand property

 

2

----

 

(otherthan Fixtures) now or in future relating to it or used in connection with itand replacements and substitutions for it wherever located;

 

**“Event of Default”**

** **

isdefined in the Facility Agreement;

 

**“Facility Agreement”**

** **

meansthe facility agreement dated on or about today’s date between the Company andothers as Facility Companies and/or Guarantors and Burdale;

 

**“Facility Company”**

** **

isdefined in the Facility Agreement;

 

**“Finance Documents”**

** **

isdefined in the Facility Agreement;

 

**“Fixtures”**

** **

meansall fixtures and fittings (including, without limitation, those of trade) andfixed plant and machinery on the Mortgaged Property;

 

**“Group Shares”**

** **

meansall shares specified in **Schedule **4or in the Schedule to any Deed of Accession or, when used in relation to aparticular Chargor, such of those shares as are specified against its name in **Schedule **4 or in the Schedule toany Deed of Accession, together in each case with all other stocks, shares,debentures, bonds, warrants, coupons or other securities and investments now orin the future owned by any or (when used in relation to a particular Chargor)that Chargor from time to time;

 

**“Insurances”**

** **

meansall contracts and policies of insurance taken out by or for a Chargor or inwhich any Chargor has an interest (to the extent of that interest);

 

**“Intellectual Property”**

** **

meansall subsisting patents and subsisting rights of a similar nature held in anypart of the world, applications for patents and such rights, divisions andcontinuations of such applications for patents, registered and unregisteredtrade marks, registered designs, utility models (in each case for their fullperiod and all extensions and renewals of them), applications for any of themand the right to apply for any of them in any part of the world, inventions,confidential information, Know-how, business names, trade names, brand names,copyright and rights in the nature of copyright, design rights and get-up andany similar rights existing in any country; and the benefit (subject to theburden) of any and all

 

3

----

 

agreements,arrangements and licences in connection with any of the foregoing including butnot limited to the Specified Intellectual Property;

 

**“Know-how”**

** **

meansall the body of knowledge, technical experience, expertise and skills,technical processes, secret processes, formulae and technical information heldby any Chargor and relating to its business, which is not in the public domain;

 

**“Local Accounts”**

** **

meansthe bank accounts of the Chargors specified in Part III of Schedule 5;

 

**“Mortgaged Property”**

** **

meansany freehold or leasehold property (including the Premises) the subject of thesecurity created by this Deed;

 

**“Obligors”**

** **

isdefined in the Facility Agreement;

 

**“Other Accounts”**

** **

includes(i)  the bank accounts of the Chargorsspecified in Part II of **Schedule **5and/or in the Schedule to any Deed of Accession and/or such other bankaccounts of the Chargors as Burdale may permit and (ii) the Local Accounts;

 

**“Permitted Security Interest”**

** **

meansany Security Interest which any Chargor is permitted to create or maintainunder the terms of the Facility Agreement;

 

**“Premises”**

** **

meansany building or other edifice on the Mortgaged Property or other SecurityAsset;

 

**“receiver”**

 

includesany receiver, receiver and manager or administrative receiver;

 

**“Receiver”**

** **

meansany individual or individuals (who may be an employee or employees of Burdale)for the time being and from time to time appointed by Burdale to be a receiveror receivers (and, where more than one individual is appointed jointly, theyshall have the power to act severally, unless Burdale shall specify to thecontrary in their appointment) under this Deed and, where the context shalladmit, any individual or individuals for the time being and from time to timeso appointed in substitution, provide always that all such individuals shall bequalified under the Insolvency Act 1986 to act as a receiver of the property ofany company with

 

4

----

 

respectto which he is appointed or as an administrative receiver of any such company;

 

**“Related Rights”**

** **

means,in relation to the Group Shares, all dividends and other distributions paid orpayable after today’s date on all or any of the Group Shares and all stocks,shares, securities (and the dividends or interest on them), rights, money orproperty accruing or offered at any time by way of redemption, bonus,preference, option rights or otherwise to or in respect of any of the GroupShares or in substitution or exchange for any of the Group Shares;

 

**“Remedial Works”**

** **

means:

 

(a)                        any investigation, inspection,sampling or monitoring works; or

 

(b)                       any works, steps or measuresto treat, abate, remove, remedy, contain, control, manage or ameliorate thepresence or actual or potential effect of any Dangerous Substance or any harmto the environment or human health or pollution of the environment;

 

**“Secured Liabilities”**

** **

meansall present and future obligations and liabilities, whether actual orcontingent and whether owed jointly or severally or in any other capacitywhatsoever, of each Obligor to Burdale except for any obligation which, if itwere so included, would result in a contravention of section 151 of theCompanies Act 1985;

 

**“Security Assets”**

** **

meansall assets of each Chargor the subject of any security created by this Deed(and includes the Mortgaged Property);

 

**“Security Interest”**

** **

isdefined in the Facility Agreement;

 

**“Security Period”**

** **

meansthe period beginning on the date of this Deed and ending on the date on whichthe Secured Liabilities have been irrevocably and unconditionally satisfied infull.  If any amount paid by any Chargorand/or in connection with the satisfaction of the Secured Liabilities iscapable of being avoided or otherwise set aside on the liquidation oradministration of such Chargor or otherwise, then that amount shall not beconsidered to have been irrevocably paid for the purpose of this Deed;

 

5

----

 

**“Security Shares”**

** **

meansthe Group Shares and the Related Rights and, in the case of a particularChargor, means such of the Group Shares as are held by it at the relevant time,together with all Related Rights in respect of such Group Shares;

 

**“Specified Equipment”**

** **

meansthe Equipment (if any) specified in **Schedule **8or in the Schedule to any Deed of Accession;

 

**“Specified Intellectual Property”**

** **

meansthe registered Intellectual Property (if any) specified in **Schedule **7 or in the Schedule toany Deed of Accession.

 

## 1.2                                          **Construction**

##  

### 1.2.1                                                    Any reference in this Deed to:

###  

#### (a)                       **“assets”** includes present and futureproperties, revenues and rights of every description;

####  

#### (b)                      an **“authorisation”**means an authorisation, consent, approval, licence, resolution, filing orregistration;

####  

#### (c)                       a **“Finance Document”**or any other agreement or instrument is a reference to that Finance Document orother agreement or instrument as amended or novated;

####  

#### (d)                      **“indebtedness”** includes any obligation(whether incurred as principal or as surety) for the payment or repayment ofmoney, whether present or future, actual or contingent;

####  

#### (e)                       a **“person”**includes any person, firm, company, corporation, government, state or agency ofa state or any association, trust or partnership (whether or not havingseparate legal personality) or two or more of the foregoing;

####  

#### (f)                         a **“regulation”**includes any regulation, rule, official directive, request or guideline(whether or not having the force of law) of any governmental, intergovernmentalor supranational body, agency, department or regulatory, self-regulatory orother authority or organisation;

####  

#### (g)                      a provision of law is a reference to that provision asamended or re-enacted;

####  

#### (h)                      words importing the singular shall include the pluraland vice versa;

####  

#### (i)                          a charge or mortgage of any freehold orleasehold property includes all Premises and Fixtures on that property, theproceeds of sale of any part of that property, and the benefit of any covenantsfor title (or any monies paid or payable in respect of them) given or enteredinto by any predecessor in title in respect of that property;

####  

#### (j)                          any party or person includes any personderiving title from it or any successor, transferee or assignee.

####  

## 1.3                                          Clause and schedule headings are forease of reference only.

##  

## 1.4                                          An Event of Default is **“continuing”** if it has not been waived.

 

6

----

 

## 1.5                                          Capitalised terms defined in the FacilityAgreement have the same meaning when used in this Deed unless the contextrequires otherwise.

##  

## 1.6                                          If at any time the Company is the onlyChargor the references in this Agreement to **“Chargors”**shall, whilst such circumstance is continuing, be construed accordingly.

##  

## 1.7                                          The terms of the other Finance Documentsand of any side letters between the parties to this Deed in relation to theFinance Documents are incorporated in this Deed to the extent required for anypurported disposition of the Mortgaged Property in this Deed to be a validdisposition in accordance with section 2(1) of the Law of Property(Miscellaneous Provisions) Act 1989.

##  

## 1.8                                          Every disposition effected by this Deed ismade with full title guarantee.  Theother terms of this Deed do not limit or extend any of the covenants implied byvirtue of Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 butcreate separate and independent obligations having effect cumulatively withthose implied covenants.

##  

## 1.9                                          Each of the charges in **clause** 2 over each category of the assets,each asset and each sub-category of each asset specified in such clause shallbe read and construed separately, as though each such category, asset andsub-category were charged independently and separately of each other.

##  

## 1.10                                    In the event of any conflict between theprovisions of this Deed and the provisions of the Facility Agreement theprovisions of this Deed shall prevail.

##  

# **2.**                            FIXEDSECURITY

 

EachChargor, as security for the payment and performance of the Secured Liabilitiesand in the manner specified in **clause**1.7 of this Deed:

 

## 2.1                                          charges in favour of Burdale by way of afirst legal mortgage all the property (if any) now belonging to it andspecified in **Schedule **2 andall other interests in any freehold or leasehold property now or in the futurebelonging to it; and

##  

## 2.2                                          charges in favour of Burdale by way of afirst fixed charge:

##  

### 2.2.1                                                    (to the extent that they arenot within **clause** 2.1) allinterests in any freehold or leasehold property now or in the future belongingto it;

###  

### 2.2.2                                                    all Equipment (other than anySpecified Equipment effectively mortgaged to Burdale by way of a first legalmortgage pursuant to **clause** 2.5)now or in the future belonging to it and its interest in any such Equipment inits possession now or in the future;

###  

### 2.2.3                                                    all of its benefits, claimsand returns of premiums in respect of the Insurances;

###  

### 2.2.4                                                    all of its right, title andinterest (if any) in and to the Blocked Accounts and all monies standing to thecredit of any the Blocked Accounts and the debts represented by them;

###  

### 2.2.5                                                    its goodwill and its uncalledcapital both present and future;

 

7

----

 

### 2.2.6                                                    its Book Debts, bothuncollected and collected, the proceeds of the same and all monies otherwisedue and owing to such Chargor but excluding the Charged Accounts and anyamounts standing to the credit of any Charged Account;

###  

### 2.2.7                                                    the benefit of all rights,securities and guarantees of whatsoever nature enjoyed or held by it inrelation to anything in sub paragraph 2.1(b)(vii);

###  

### 2.2.8                                                    its rights under any hedgingarrangements;

###  

### 2.2.9                                                    any of its beneficialinterest, claim or entitlement in any pension fund;

###  

### 2.2.10                                              the benefit of all permissionsof whatsoever nature and whether statutory or otherwise, held in connectionwith its business or the use of any Security Asset and the right to recover andreceive all compensation which may be payable to it; and

###  

### 2.2.11                                              its Intellectual Property nowor in the future subject to any necessary (as at the date of this Deed) thirdparty’s consent to such charge being obtained. To the extent that suchIntellectual Property is not capable of being charged (whether by reason oflack of any such consent or otherwise) the charge purported to be effected bythis sub-**clause** 2.2.11 shalloperate as an assignment of any and all damages, compensation, remuneration,profit, rent or income which any Chargor may derive from such IntellectualProperty or be awarded or entitled to in respect of such Intellectual Propertyas continuing security for the payment, discharge and performance of theSecured Liabilities;

###  

## 2.3                                          mortgages and charges and agrees tomortgage and charge to Burdale all Group Shares held now or in the future by itand/or any nominee on its behalf, the same to be a security by way of a firstmortgage;

##  

## 2.4                                          mortgages and charges and agrees tomortgage and charge to Burdale all the Related Rights accruing to all or any ofthe Group Shares held now or in the future by it and/or any nominee on itsbehalf, the same to be a security by way of a first mortgage or charge;

##  

providedthat:

 

### 2.4.1                                                    whilst no Event of Default iscontinuing, all dividends and other distributions paid or payable as referredto in paragraph (d) above may be paid directly to the relevant Chargor (inwhich case Burdale or its nominee shall execute any necessary dividend mandate)and, if paid directly to Burdale shall be paid promptly by it to the relevantChargor; and

###  

### 2.4.2                                                    subject to sub-**clause** 5.4.3 whilst no Event of Default iscontinuing, all voting rights attaching to the relevant Group Shares may be exercisedby the relevant Chargor or, where the shares have been registered in the nameof Burdale or its nominee, as the relevant Chargor may direct in writing, andBurdale and any nominee of Burdale in whose name such Group Shares areregistered shall execute any form of proxy or other document reasonablyrequired in order for the relevant Chargor to do so; and

###  

## 2.5                                          mortgages and charges and agrees tomortgage and charge to Burdale the same to be a security by way of a firstmortgage all of its right, title and interest in and to:

##  

### 2.5.1                                                    the Specified Equipment; and

 

8

----

 

### 2.5.2                                                    all spare parts andreplacements for and all modifications and additions to the SpecifiedEquipment.

###  

# **3.**                            FLOATINGCHARGE

 

## 3.1                                          **Creation**

##  

EachChargor as security for the payment and performance of the Secured Liabilitiesand in the manner specified in **clause**1.7 of this Deed charges in favour of Burdale by way of a floating charge allits assets not otherwise effectively mortgaged or charged by way of fixedmortgage or charge by **clause** 2.

 

## 3.2                                          **Conversion bynotice**

##  

Burdalemay by notice to any Chargor convert the floating charge created by this Deedinto a fixed charge in relation to all or any of such Chargor’s assetsspecified in the notice if:

 

### 3.2.1                                                    Burdale has reasonable groundsfor considering those assets to be in jeopardy, by legal process or otherwise;or

###  

### 3.2.2                                                    an Event of Default hasoccurred and is continuing; or

###  

### 3.2.3                                                    Burdale becomes aware or hasreason to believe that steps have been taken which would, in the reasonableopinion of Burdale, be likely to lead to the presentation of a petition toappoint an administrator in relation to such Chargor (or that such a petitionhas been presented or such an administrator has been appointed) or to wind upsuch Chargor (or that such a petition has been presented).

###  

## 3.3                                          **No waiver**

##  

Thegiving by Burdale of a notice pursuant to **clause**3.2 in relation to any class of any Chargor’s assets, rights and property shallnot be construed as a waiver or abandonment of Burdale’s rights to give othersimilar notices in respect of any other class of assets.

 

## 3.4                                          **InsolvencyAct 1986**

##  

Paragraph14 of Schedule B1 to the Insolvency Act 1986 applies to the floatingcharge created by **clause** 3.2.

 

# **4.**                            REPRESENTATIONS AND WARRANTIES

 

## 4.1                                          **Making ofrepresentations**

##  

EachChargor makes the representations and warranties set out in this **clause** 4 to Burdale.  The representations and warranties so setout are made on the date of this Deed and are deemed to be repeated by theChargors throughout the Security Period on those dates on which representationsand warranties are to be repeated in accordance with **clause** 12 of the Facility Agreement with reference to thefacts and circumstances then existing.

 

9

----

 

## 4.2                                          **Capacity**

##  

EachChargor has the capacity, power and authority to enter into this Deed and theobligations assumed by it are its legal, valid, binding and enforceableobligations subject to laws affecting creditors’ rights generally.

 

## 4.3                                          **Title**

##  

TheChargors are the sole legal and beneficial owner of the Security Assets free ofany Security Interest or third party interest of any kind (other than pursuantto or as permitted by the Finance Documents).

 

## 4.4                                          **EnvironmentalMatters**

##  

### 4.4.1                                                    Save as disclosed in writingby the relevant Chargor to Burdale prior to the date of this Deed, each Chargorhas at all times complied with all applicable Environmental Law including theobtaining of and compliance with all requisite Environmental Licences (asvaried or modified from time to time).

###  

### 4.4.2                                                    No Chargor is involved in anyEnvironmental Proceedings and no Chargor is aware of any circumstances whichare likely to give rise to such Environmental Proceedings.

###  

### 4.4.3                                                    No circumstances exist whichwill result in any Chargor having any requisite Environmental Licence revokedor modified or varied in a material manner.

###  

## 4.5                                          **MortgagedProperty**

##  

### 4.5.1                                                    The Chargor named as owner inrespect of any Mortgaged Property is the legal and beneficial owner of suchMortgaged Property.

###  

### 4.5.2                                                    Other than as notified inwriting to Burdale, the Mortgaged Property is free from any agreement forlease, lease, licence, tenancy, overriding lease or other occupationalarrangement or overriding interest.

###  

### 4.5.3                                                    The Premises and the Fixturesare in good and substantial repair.

###  

### 4.5.4                                                    There subsists no breach ofany law or regulation which could affect materially the value of the MortgagedProperty.

###  

### 4.5.5                                                    There are no covenants,agreements, stipulations, reservations, conditions, interests, rights or othermatters whatsoever which could affect adversely the Mortgaged Property so faras the Chargors are aware.

###  

### 4.5.6                                                    The Mortgaged Property is freefrom any financial encumbrance of whatsoever nature other than Permitted SecurityInterests.

###  

### 4.5.7                                                    No Chargor has received anynotice of any adverse claim, nor has any acknowledgement been given in respectof the ownership of the Mortgaged Property, or any interest in it.

###  

### 4.5.8                                                    No facility necessary for theenjoyment and use of the Mortgaged Property may be terminated or curtailed.

 

10

----

 

## 4.6                                          **Security**

##  

ThisDeed creates the various forms of security it purports to create and is notliable to be avoided or otherwise set aside on the liquidation oradministration of any Chargor, or otherwise.

 

## 4.7                                          **SecurityShares**

##  

### 4.7.1                                                    Each Chargor is and willremain the sole beneficial owner of its Security Shares and, save where suchSecurity Shares have been registered in the name of Burdale or its nomineepursuant to this Deed and/or its nominee, is and will remain the absolute legalowner of such Security Shares.

###  

### 4.7.2                                                    No Chargor will take anyaction whereby the rights attaching to the Security Shares are altered ordiluted.

###  

### 4.7.3                                                    The Group Shares are fullypaid and non-assessable and neither the Group Shares nor the Related Rights aresubject to any options to purchase or similar rights of any person.

###  

## 4.8                                          **SpecifiedIntellectual Property**

##  

### 4.8.1                                                    The details of the SpecifiedIntellectual Property appearing or referred to in **Schedule **7:

###  

#### (a)                       are true, accurate, and complete in all materialrespects; and

####  

#### (b)                      no Chargor is the owner of any interest in any otherregistered Intellectual Property which is not identified in that Schedule:

####  

### 4.8.2                                                    The Chargors are the solelegal and beneficial owners of any Specified Intellectual Property referred toin sub-**clause** 4.8.1 and there areno:

###  

#### (a)                       Security Interests; nor

####  

#### (b)                      any options, rights of pre-emption, licences,agreements or other third party interests of any nature, affecting any suchSpecified Intellectual Property, other than those which are specificallyidentified in **Schedule **7.

####  

### 4.8.3                                                    Nothing has been done or hasbeen omitted to be done by or with the consent of the Chargors whereby anyperson (including any relevant registrar or other applicable authority) mightreasonably be expected successfully:

###  

#### (a)                       to seek cancellation or rectification or any othermodification of any registration of or application for registration, in anyjurisdiction, of any Specified Intellectual Property which is registered orsubject to an application for registration in such jurisdiction; or

####  

#### (b)                      to challenge the legality or validity of any suchregistration or application.

####  

### 4.8.4                                                    No Chargor is aware of anycircumstances which would be likely to entitle a third party to a licence,permission, consent or assignment of, or in respect of, any SpecifiedIntellectual Property or other Intellectual Property right.

###  

### 4.8.5                                                    No Chargor is aware of anyactions, claims or allegations against any third party alleging infringement ofany Specified Intellectual Property, nor of any facts, matters or circumstanceswhich could reasonably be expected to give rise to any such action, claim orallegation.

 

11

----

 

### 4.8.6                                                    No Chargor is aware of anypending or anticipated actions, claims, counter-claims, applications orallegations impugning the validity or enforceability of any SpecifiedIntellectual Property or its ownership of it, nor of any facts, matters orcircumstances which could reasonably be expected to give rise to any suchaction, claim, counter-claim, application or allegation.

###  

### 4.8.7                                                    No Chargor has done or omittedto do any act in relation to any Specified Intellectual Property which has resultedor which could reasonably be expected to result in any breach or infringementof any third party’s intellectual property rights.

###  

### 4.8.8                                                    All renewal fees due inrespect of the registrations for the Specified Intellectual Property in anyjurisdiction have been paid.

###  

# **5.**                            UNDERTAKINGS

# ** **

## 5.1                                          **Duration**

##  

Theundertakings in this **clause** 5shall remain in force throughout the Security Period and are given by eachChargor to Burdale.

 

## 5.2                                          **General**

##  

### 5.2.1                                                    Book debts and receipts

###  

EachChargor shall collect and realise its Book Debts and other monies and receiptsand, save to the extent that Burdale otherwise agrees in writing, pay theproceeds thus realised into a Blocked Account (in the case of each FacilityCompany) or an Other Account (in the case of any other Chargor) and, pendingsuch payment into a Blocked Account or Other Account (as the case may be), holdthe proceeds thus realised upon trust for Burdale.

 

### 5.2.2                                                    Covenant to perform

###  

EachChargor shall continuously comply with the terms (both express and implied) ofthis Deed and any contracts relating to the Secured Liabilities.

 

### 5.2.3                                                    Restrictions on dealings

###  

NoChargor shall:

 

#### (a)                       create or permit to subsist any Security Interest ofwhatsoever nature on any Security Asset other than a Permitted Security Interestor as created by this Deed; or

####  

#### (b)                      sell, transfer, grant, lease or otherwise dispose ofany Security Asset, except for the disposal in the ordinary course of trade ofany Security Asset subject to the floating charge created by **clause** 3.1 and except as provided for underthe Finance Documents.

 

12

----

 

## 5.3                                          **Property**

##  

### 5.3.1                                                    Deposit of Title Deeds

###  

For theduration of the Security Period each Chargor shall deposit with Burdale alldeeds and documents of title relating to the Mortgaged Property owned by it andany property comprised within sub-**clause**5.3.3.

 

### 5.3.2                                                    Environmental matters

###  

EachChargor shall:

 

#### (a)                       comply in all material respects with all applicableEnvironmental Law including the obtaining of and compliance with all requisiteEnvironmental Licences (as varied from time to time);

####  

#### (b)                      immediately inform Burdale:

####  

##### (i)                           of any actual EnvironmentalProceedings or, as soon as it becomes aware, of any potential EnvironmentalProceedings involving it; and

#####  

##### (ii)                        upon receipt, of anycommunication of whatsoever nature, whether specific or general and whetherfrom a third party or competent regulatory authority, served on it concerningany alleged breach of any Environmental Law or non compliance with any EnvironmentalLicence, which, if substantiated, could have a material adverse effect upon itsfinancial position or upon its ability to perform its obligations under thisDeed;

#####  

#### (c)                       immediately inform Burdale if it becomes aware thatany of the Mortgaged Property or any other property owned or occupied by anyChargor is likely to be entered on any register relating to land use or toRemedial Works affecting land and waters (including, without limitation,registers to be held by any competent regulatory authority undersection 78R of the Environmental Protection Act 1990 or section 190of the Water Resources Act 1991);

####  

#### (d)                      immediately inform Burdale of the presence of anyDangerous Substance in, on, at or under or migrating onto or from any MortgagedProperty or other property owned or occupied by any Chargor or of any othercircumstance, event or incident which is likely to give rise to anyEnvironmental Proceedings; and

####  

#### (e)                       immediately inform Burdale of any actual or proposedvariation, modification or revocation of any requisite Environmental Licenceheld by such Chargor and of any refusal to grant or transfer to the Chargor anyEnvironmental Licence required by it for the purpose of its business.

####  

### 5.3.3                                                    Future Acquisitions and LegalMortgage

###  

EachChargor shall:

 

#### (a)                       notify Burdale immediately upon the acquisition by itof any freehold or leasehold or other interest in property (and for thepurposes of this sub-**clause** 5.3.3the date of exchange of contracts for such an acquisition shall be deemed thedate of acquisition);

####  

#### (b)                      at its cost, execute and deliver to Burdale, ondemand, a legal mortgage (on terms no more onerous than the terms of this Deed)in favour of Burdale of any freehold

 

13

----

 

#### orleasehold or other interest in property which becomes vested in it after thedate of this Deed; and

 

#### (c)                       in any event, if applicable, give HM Land Registrywritten notice of this Deed and procure that notice of it be duly noted in theRegisters to each such title.

####  

### 5.3.4                                                    Lease and covenant compliance

###  

EachChargor shall:

 

#### (a)                       perform all the terms on its part contained in anylease or agreement for lease comprising the Mortgaged Property or to which theMortgaged Property is subject;

####  

#### (b)                      not do anything as a result of which any lease oragreement for lease comprising Mortgaged Property or to which the MortgagedProperty is subject may become forfeit or otherwise determinable; and

####  

#### (c)                       properly perform (and indemnify Burdale for any breachof) any covenants and stipulation of whatsoever nature affecting the MortgagedProperty.

####  

### 5.3.5                                                    Notices

###  

Within10 days after the receipt by a Chargor of any application, requirement, orderor notice served or given by any public, local or other authority relating toany Mortgaged Property, such Chargor shall:

 

#### (a)                       deliver a copy to Burdale; and

####  

#### (b)                      inform Burdale of the steps taken or proposed to betaken by way of compliance.

####  

### 5.3.6                                                    Power to Remedy

###  

In caseof default by any Chargor in performing any obligation or other covenant affectingthe Mortgaged Property, each Chargor shall permit Burdale or its agents andcontractors:

 

#### (a)                       to enter on the Mortgaged Property;

####  

#### (b)                      to comply with or object to any notice served on anyChargor relating to the Mortgaged Property; and

####  

#### (c)                       to take any action Burdale may reasonably considerexpedient to prevent or remedy any breach of any such term or to comply with orobject to any such notice,

####  

providedthat nothing in this sub-**clause**5.3.6 (or otherwise in this Deed) shall entitle Burdale or its agents andcontractors to any action (including any Remedial Works) relating to any noticeserved under or breach of any Environmental Law (including without limitationPart II A of the Environmental Protection Act 1990).

 

### 5.3.7                                                    Repair

###  

EachChargor shall, and shall procure that each other Chargor shall, keep thePremises and the Fixtures in good and substantial repair and condition anddecorative order.

 

14

----

 

## 5.4                                          **SecurityShares**

##  

### 5.4.1                                                    Each Chargor shall forthwithdeposit with Burdale or as Burdale may direct all bearer instruments, sharecertificates and other documents of title or evidence of ownership in relationto such Group Shares as are owned by it or in which it has or acquires aninterest and their Related Rights and shall execute and deliver to Burdale allsuch share transfers and other documents as may be requested by Burdale inorder to enable Burdale or its nominees to be registered as the owner orotherwise to obtain a legal title to the same and, without limiting thegenerality of the foregoing, shall deliver to Burdale on today’s date executed(and, if required to be stamped, pre-stamped) share transfers for all GroupShares in favour of Burdale and/or its nominee(s) as transferees or, if Burdaleso directs, with the transferee left blank and shall procure that all suchshare transfers are at the request of Burdale forthwith registered by therelevant company and that share certificates in the name of Burdale and/or suchnominee(s) in respect of all Group Shares are forthwith delivered to Burdale.

###  

### 5.4.2                                                    Each Chargor shall provideBurdale with certified copies of all resolutions and authorisations approvingthe execution of such transfer forms and registration of such transfers asBurdale may reasonably require.

###  

### 5.4.3                                                    Burdale and its nominee may atany time whilst an Event of Default is continuing or in any other instancewhere Burdale is of the reasonable opinion that it is necessary for theavoidance of an Event of Default or necessary for the protection of itsmaterial interests exercise or refrain from exercising (in the name of eachChargor, the registered holder or otherwise and without any further consent orauthority from each Chargor and irrespective of any direction given by anyChargor) in respect of the Security Shares any voting rights and any powers orrights under the terms of the Security Shares or otherwise which may beexercised by the person or persons in whose name or names the Security Sharesare registered or who is the holder thereof, including, without limitation, allthe powers given to trustees by section 10(3) and (4) of the Trustee Act1925 as amended by section 9 of the Trustee Investments Act 1961 inrespect of securities or property subject to a trust provided that in the absenceof notice from Burdale each Chargor may and shall continue to exercise any andall voting rights with respect to the Group Shares subject always to the termsof this Deed.  No Chargor shall withoutthe previous consent in writing of Burdale exercise the voting rights attachedto any of the Group Shares in favour of resolutions having the effect ofchanging the terms of the Group Shares (or any class of them) or any RelatedRights or prejudicing the security under this Deed or impairing the value of theSecurity Shares.  Each Chargor herebyirrevocably appoints Burdale or its nominees its proxy to exercise (as providedin or permitted by this Deed) all voting rights so long as the Group Sharesbelonging to it remain registered in its name.

###  

### 5.4.4                                                    Each Chargor during thecontinuance of this security will make all payments which may become due inrespect of any of the Security Shares and, in the event of default in makingany such payment, Burdale may if it thinks fit make such payment on behalf ofeach Chargor.  Any sums so paid byBurdale shall be repayable by the relevant Chargor to Burdale on demand andpending such repayment shall constitute part of the Secured Liabilities.

 

15

----

 

### 5.4.5                                                    It is expressly agreed that,notwithstanding anything to the contrary contained in this Deed, each Chargorshall remain liable to observe and perform all of the conditions andobligations assumed by it in respect of the Security Shares and Burdale shallnot be under any obligation or liability by reason of or arising out of thesecurity over the Security Shares conferred by this Deed.  Burdale shall not be required in any mannerto perform or fulfil any obligation of any Chargor in respect of the SecurityShares, or to make any payment, or to receive any enquiry as to the nature orsufficiency of any payment received by them, or to present or file any claim ortake any other action to collect or enforce the payment of any amount to whichthey may have been or to which they may be entitled under this Deed at any timeor times.

###  

### 5.4.6                                                    Upon the occurrence of anEvent of Default and at any time thereafter while the same is continuingBurdale shall be entitled to put into force and exercise immediately as andwhen it may see fit any and every power possessed by Burdale by virtue of thesecurity over the Security Shares conferred by this Deed or available to asecured creditor (so that sections 93 and 103 of the Law of Property Act 1925shall not apply to this security) and in particular (without limitation):

###  

#### (a)                       to sell all or any of the Security Shares in anymanner permitted by law upon such terms as Burdale shall in its absolutediscretion determine;

####  

#### (b)                      to collect, recover or compromise and give a gooddischarge for any monies payable to any Chargor in respect of the SecurityShares or in connection therewith; and

####  

#### (c)                       to act generally in relation to the Security Shares insuch manner as Burdale acting reasonably shall determine.

####  

### 5.4.7                                                    For the avoidance of doubt,each Chargor agrees that the enforceability of the security over the SecurityShares conferred by this Deed is not dependent on the performance ornon-performance by Burdale of its obligations under any agreement with anyChargor.

###  

### 5.4.8                                                    Immediately on conversion ofany of the Group Shares from certificated to uncertificated form, and on thecreation or conversion of any other securities which are for the time beingcomprised in the Security Shares in or into uncertificated form, each Chargorshall give such instructions or directions as Burdale may require in order toprotect or preserve its security.

###  

### 5.4.9                                                    Each Chargor shall,immediately upon receipt of any certificate or other document evidencing anyentitlement to further Security Shares, deposit it with Burdale together withsuch share transfer forms in blank and other documents as Burdale may require.

###  

### 5.4.10                                              This clause 5 shall not applyto the shares in Viewsonic Limited for so long as that company conducts nobusiness and has no assets.

###  

## 5.5                                          **Opening ofAccounts and Collection of Receivables**

##  

### 5.5.1                                                    Forthwith upon the executionof this Deed, each Facility Company shall open the relevant Blocked Accounts,and the Chargors shall maintain the Other Accounts and execute all deeds anddocuments and do all other acts and things required by Burdale in connectionwith them and the Chargors shall maintain such accounts until the securityconstituted by this Deed has been discharged.

 

16

----

 

### 5.5.2                                                    Forthwith upon the executionof this Deed, each Facility Company shall serve notice upon the bank at whicheach Blocked Account is opened (in respect of the relevant Blocked Accounts) insubstantially the form set out in **part**I of **Schedule **3 and theChargors shall serve notice upon each bank at which any Other Account is held(in respect of the relevant Other Accounts) in substantially the form set outin **part** II of **Schedule **3, and shall procure therelevant bank returns the acknowledgement in substantially the form set out inthe relevant part of **Schedule **3or such other form acceptable to Burdale in its absolute discretion.

###  

### 5.5.3                                                    Until the security constitutedby this Deed is discharged, no Chargor shall maintain any bank accounts whichare not Charged Accounts.

###  

## 5.6                                          **Operation ofBlocked Account**

##  

### 5.6.1                                                    Until the security constitutedby this Deed is discharged, no Facility Company shall be entitled to withdrawthe whole or any part of any amount standing to the credit of any BlockedAccount and shall not, subject to sub-**clause**5.6.2 below, take any action, claim or proceedings against Burdale or any otherparty for the return or payment to any person of the whole or any part of anyamount standing to the credit of any Blocked Account.

###  

### 5.6.2                                                    Each Facility Company agreesthat until the security constituted by this Deed is discharged, Burdale shallbe able to withdraw on a daily basis all deposits made into any Blocked Accountprovided that the amount so withdrawn is applied towards the SecuredLiabilities in accordance with clause 7 of the Facility Agreement and eachFacility Company shall direct the relevant bank(s) to transfer the clearedbalance of such Facility Company’s Blocked Accounts to such account as Burdaleshall specify for the purpose from time to time at the end of each Business Day.

###  

## 5.7                                          **Operation ofOther Accounts**

##  

Untilnotified by Burdale in writing to the contrary, the Chargors shall be entitledto operate the Other Accounts provided that:

 

### 5.7.1                                                    the Other Accounts each retaina credit or zero balance at all times;

###  

### 5.7.2                                                    the Chargors shall not andshall procure that no other person shall deposit or transfer any monies (i) inexcess of US$100,000 per annum or its equivalent in the applicable localcurrency into the Local Accounts or (ii) into Other Accounts other than theLocal Accounts; and

###  

### 5.7.3                                                    the Chargors shall not at anytime transfer the whole or any part of the amounts standing to the credit ofany Other Account to any other bank account other than to another ChargedAccount or in the ordinary course of business to the extent permitted under theFinance Documents.

###  

## 5.8                                          **IntellectualProperty**

##  

### 5.8.1                                                    Without prejudice to **clause** 13, each Chargor shall at its ownexpense promptly execute any document and do all assurances acts and things asBurdale may require to procure that the security created by this Deed isrecorded as soon as possible by Burdale in each register in each jurisdictionin which any Specified Intellectual Property is registered.

 

17

----

 

### 5.8.2                                                    Without prejudice to **clause** 13 if after the date of this Deed,any Chargor:

###  

#### (a)                       proposes to apply to register any SpecifiedIntellectual Property in any register in which it is not already identified asbeing registered in; or

####  

#### (b)                      proposes to apply to register any IntellectualProperty right not existing on the date of this Deed, such Chargor shall notifyBurdale and, if Burdale so requires and promptly notifies the Chargor, suchChargor shall ensure that application is made for the security created by thisDeed to be recorded, and that any such security is recorded, at the same timeas the application or registration (as the case may be) of such IntellectualProperty.

####  

### 5.8.3                                                    Each Chargor will make suchregistrations and pay such fees, renewal fees, registration taxes and similaramounts as are necessary to keep the Specified Intellectual Property in force.

###  

### 5.8.4                                                    Each Chargor will take suchsteps as are necessary (including the institution of legal proceedings) topolice its Specified Intellectual Property in any territories which arematerial to its business to ensure proper use of them and to prevent thirdparties infringing them and, take such other steps as are reasonablypracticable to maintain and preserve its interests in its SpecifiedIntellectual Property including applying to register any interests therein inany relevant register.

###  

### 5.8.5                                                    Each Chargor will promptlynotify Burdale in writing upon becoming aware of any circumstances which wouldmake any of the representations in **clause**4.8 inaccurate or misleading in any material respect if those representationswere then to be repeated.

###  

### 5.8.6                                                    No Chargor will do anythingnor use the Specified Intellectual Property in any way which could reasonablybe expected to have an adverse effect or which could devalue any such SpecifiedIntellectual Property.

###  

### 5.8.7                                                    No Chargor will, without theprior written consent of Burdale:

###  

#### (a)                       sell, transfer, license or otherwise dispose of anyIntellectual Property; nor

####  

#### (b)                      permit any Specified Intellectual Property which isregistered or subject to an application for registration to be abandoned orcancelled, to lapse or to be liable to any claim for abandonment for non-use orotherwise.

####  

## 5.9                                          **Equipment**

##  

### 5.9.1                                                    Forthwith after the date ofthis Deed, each Chargor shall attach to a visible part of each item ofSpecified Equipment owned by it and with a value in excess of twenty thousandpounds (£20,000) (as determined in accordance with the Equipment Valuation) ina permanent manner a clear and distinctive label, no smaller than three inchesby four inches in size comprising the following notice: “This piece ofEquipment is subject to a first legal mortgage in favour of Burdale FinancialLimited (“Burdale”) and may not be removed or sold without the prior writtenconsent of Burdale”.

###  

### 5.9.2                                                    Each Chargor shall keep itsEquipment in good repair, working order and condition and fit for its purposeand shall not permit the same to be handled other than by persons properlyqualified and trained or to be overloaded or to be used for any purpose for whichthe Equipment is not designed or reasonably suitable.

 

18

----

 

### 5.9.3                                                    No Chargor will, without theprior written consent of Burdale, make any modification or permit anymodification to be made to the Equipment if the effect of such modification maybe to reduce the value of the Equipment.

###  

### 5.9.4                                                    Each Chargor will promptly payall taxes, fees, licence duties, registration charges, insurance premiums andother outgoings in respect of the Premises and the Equipment and on demandproduce evidence of such payment to Burdale.

###  

### 5.9.5                                                    Each Chargor will obtain allauthorisations from  time to timerequired for the use and operation of the Equipment and not to do or permit tobe done any act or omission whereby the Equipment or the use of it wouldcontravene regulations for the time being in force.

###  

### 5.9.6                                                    Each Chargor will forthwithnotify Burdale of any loss, theft, damage or destruction to any Equipment witha value in excess of £20,000.

###  

### 5.9.7                                                    Each Chargor will give Burdalesuch information concerning the location, condition, use and operation of theEquipment as the Burdale may require and to permit any persons designated byBurdale at all reasonable times to inspect and examine the Equipment and therecords maintained in connection with it.

###  

### 5.9.8                                                    Each Chargor will ensure thatthe Premises are suitable for the use or storage of the Equipment, and willkeep the Equipment at the Premises.

###  

### 5.9.9                                                    Each Chargor will procure infavour of Burdale from any person with a proprietary interest or encumbrance(including any owner, leaseholder or chargee) in any real or personal propertyto which the Equipment might become affixed, or with which title to theEquipment might merge, an acknowledgement prior to such fixing or merger that theirrights and remedies will only be exercised subject to Burdale’s rights in theEquipment and, in particular, but without limitation to the generality of theforegoing, the right of Burdale, its servants or agents to enter upon any suchproperty to remove the Equipment notwithstanding that it might be affixed to,or have merged with, any real or personal property.

###  

# **6.**                            WHEN SECURITY BECOMES ENFORCEABLE

 

Thesecurity constituted by this Deed shall become immediately enforceable and thepower of sale and other powers conferred by section 101 of the Law ofProperty Act 1925, as varied or amended by this Deed, shall be immediatelyexercisable upon and at any time after the occurrence of any Event of Defaultand whilst the same is continuing after which Burdale may in its absolutediscretion enforce all or any part of the security in any manner it sees fit.

 

# **7.**                            ENFORCEMENTOF SECURITY

 

## 7.1                                          **General**

##  

### 7.1.1                                                    For the purposes of all powersimplied by statute, the Secured Liabilities are deemed to have become due on thedate of this Deed.

 

19

----

 

### 7.1.2                                                    Section 103 of the Law ofProperty Act (restricting the power of sale) and section 93 of the Law ofProperty Act 1925 (restricting the right of consolidation) do not apply to thesecurity constituted by this Deed.

###  

### 7.1.3                                                    The statutory powers ofleasing conferred on Burdale are extended so that, without the need to complywith any provision of section 99 or 100 of the Law of Property Act 1925,Burdale is empowered to lease, make agreements for leases, accept surrenders ofleases and grant options as Burdale may think fit.

###  

## 7.2                                          **Agent of theChargors**

##  

For allpurposes each Receiver is deemed to be in the same position as a Receiver dulyappointed by a mortgagee under the Law of Property Act 1925. Every Receivershall be the agent of the Chargor in respect of which he was appointed unlessand until a liquidator shall be appointed of that Chargor, whereafter suchReceiver shall act as principal but shall not become the agent of Burdale. ThatChargor alone shall be responsible for the receiver’s contracts, engagements,commissions, omissions, defaults and losses and for liabilities incurred byhim.  Burdale shall not incur anyliability of whatsoever nature (either to the Chargors or to any other person)by reason of Burdale making his appointment as a Receiver or for any otherreason.

 

## 7.3                                          **Contingencies**

##  

IfBurdale enforces the security constituted by this Deed at a time when noamounts are due to Burdale under the Finance Documents but at a time whenamounts may or will become so due, Burdale (or the Receiver) may pay theproceeds of any recoveries effected by it into a Blocked Account (in the caseof a Facility Company) or an Other Account (in the case of any other Chargor).

 

## 7.4                                          **Mortgagee inPossession - No Liability**

##  

NeitherBurdale nor any Receiver or Manager will be liable, by reason of entering intopossession of a Security Asset, to account as mortgagee in possession or forany loss on realisation or for any default or omission for which a mortgagee inpossession might otherwise be liable.

 

## 7.5                                          **Privileges**

##  

EachReceiver and Burdale is entitled to all the rights, powers, privileges andimmunities conferred by the Law of Property Act 1925 on mortgagees andreceivers when such receivers have been duly appointed under that Act, exceptthat section 103 of that Act does not apply.

 

## 7.6                                          **Protection ofthird parties**

##  

Noperson (including a purchaser) dealing with Burdale or a Receiver or its or hisagents need enquire:

 

### 7.6.1                                                    whether the SecuredLiabilities have become payable; or

###  

### 7.6.2                                                    whether any power purported tobe exercised has become exercisable; or

 

20

----

 

### 7.6.3                                                    whether any money remains due;or

###  

### 7.6.4                                                    how any money paid to Burdaleor to the Receiver is to be applied.

###  

## 7.7                                          **Redemption ofprior Mortgages**

##  

At anytime after the security constituted by this Deed has become enforceable,Burdale or any Receiver may, in the case of Burdale at the sole cost of theChargors (payable to Burdale on demand) and in the case of a Receiver as anexpense of the Receiver’s receivership:

 

### 7.7.1                                                    redeem any interest by way ofsecurity for the time being and from time to time ranking in point of securityin priority to any of the security constituted by this Deed; and/or

###  

### 7.7.2                                                    (in the case of a redemptionby Burdale) procure the transfer of that interest by way of security to itself;and/or

###  

### 7.7.3                                                    settle and pass the accountsof any prior mortgagee, chargee or encumbrancer which once so settled andpassed shall be conclusive and binding on the Chargors.

###  

# **8.**                            RECEIVER

 

## 8.1                                          **Appointmentof Receiver**

##  

In thecircumstances described in sub-**clause**3.2.1 or at any time after the security constituted by this Deed becomesenforceable, or, at any time if so requested by any Chargor in writing, Burdalemay (but shall not be obliged) without further notice (and whether or not therelevant Chargor shall have been accorded sufficient or any time in which tosatisfy any relevant indebtedness) from time to time, and notwithstanding that,if such be the case, one or more than one Receiver shall have been appointed inrespect of all or any of the Security Assets pursuant to this clause and notremoved from such Security Assets, appoint in writing, under the hand of anymanager of Burdale, a Receiver of the Security Assets or any of them and, whereso requested by a Chargor, whether or not those Security Assets shall belong tothat Chargor, but, in the circumstances described in sub-**clause** 3.2.1, only over the Security Assetsspecified in the notice referred to in that clause.  Burdale may not exercise the rights conferred pursuant to this **clause** 8.1 to the extent to which exercisewould be inconsistent with any relevant statutory or regulatory provision.

 

## 8.2                                          **Relationshipwith Burdale**

##  

To thefullest extent permitted by law, any right, power or discretion conferred bythis Deed (be it express or implied) upon a Receiver of any Security Assetsmay, after the security created by this Deed has become enforceable, beexercised by Burdale in relation to any Security Asset either:

 

### 8.2.1                                                    without first appointing aReceiver; or

###  

### 8.2.2                                                    notwithstanding theappointment of a Receiver.

 

21

----

 

## 8.3                                          **Removal**

##  

Burdalemay by writing under its hand (subject to section 45 of the Insolvency Act1986 (any requirement for an order of the court in the case of anadministrative receiver)):

 

### 8.3.1                                                    remove any Receiver appointedby it; and

###  

### 8.3.2                                                    whenever it deems it necessaryor desirable, appoint a new Receiver in the place of any Receiver whoseappointment may for any reason have terminated.

###  

## 8.4                                          **Remuneration**

##  

Burdalemay, from time to time, fix the remuneration of any Receiver and direct paymentof the same out of monies accruing to him in the exercise of his powers,authorities and discretions by or pursuant to this Deed, but the Chargor inrespect of which any Receiver shall have been appointed shall alone be liablefor the payment of that remuneration.

 

# **9.**                            POWERS OFRECEIVER

# ** **

## 9.1                                          **General**

##  

### 9.1.1                                                    In addition to those conferredby the Law of Property Act 1925 on any receiver appointed under that Act, eachReceiver has, and is entitled to exercise, all of the rights, powers anddiscretions set out in this Deed. The powers, authorities and discretionsconferred by or pursuant to this Deed in relation to the Security Assets onBurdale or any Receiver shall be in addition to, and not in substitution for,the powers conferred on mortgagees or receivers under the Law of Property Act1925, and, where there is any ambiguity or conflict between the powers,authorities and discretions contained in that Act and those conferred by orpursuant to this Deed, the terms of this Deed shall prevail.

###  

### 9.1.2                                                    If there is more than oneReceiver holding office at the same time, unless the document appointing himstates otherwise, each Receiver may exercise all of the powers conferred on aReceiver under this Deed individually and to the exclusion of any otherReceivers.

###  

### 9.1.3                                                    A Receiver who is anadministrative receiver of a Chargor has all the rights, powers and discretionsof an administrative receiver under the Insolvency Act 1986.

###  

### 9.1.4                                                    A Receiver may, in the name ofthe relevant Chargor if he so wishes:

###  

#### (a)                       do all other acts and things which he may considernecessary or desirable for realising any Security Asset or incidental orconducive to any of the rights, powers or discretions conferred on a Receiverunder or by virtue of this Deed; and

####  

#### (b)                      do and exercise in relation to any Security Asset allthe powers, authorities and things which he would be capable of exercising asif he were its absolute beneficial owner.

####  

## 9.2                                          **Borrow andLend Money**

##  

AReceiver may raise and borrow money (either unsecured or on the security of anySecurity Asset, either in priority to, pari passu with, or subsequent to, thesecurity constituted by this Deed or otherwise) and may lend money either withor without security

 

22

----

 

in thecase of either borrowing or lending money on any other terms and for whateverpurpose which he thinks fit.  No personlending that money need enquire as to the propriety or purpose of the exerciseof that power or to check the application of any money so raised or borrowed.

 

## 9.3                                          **Carry onBusiness**

##  

AReceiver may carry on, manage or concur in the carrying on or managing of, thebusiness for the time being and from time to time of the relevant Chargor insuch manner as he may think fit, including, without limitation, power toperform, repudiate, rescind, compromise, amend or vary any contract, instrumentor agreement to which the relevant Chargor shall for the time being and fromtime to time be a party.

 

## 9.4                                          **Compromise**

##  

AReceiver may settle, adjust, refer to arbitration, compromise and arrange anyclaims, accounts, disputes, questions and demands with or by any person who isor claims to be a creditor of the relevant Chargor or relating in any way toany Security Asset.

 

## 9.5                                          **Employees**

##  

Eitherin connection with any exercise by the Receiver of his powers by or pursuant tothis Deed or otherwise for any purpose connected with any of the SecurityAssets, a Receiver may:

 

### 9.5.1                                                    appoint and dischargemanagers, officers, agents, accountants, servants, workmen and others upon suchterms as to remuneration or otherwise as he may think proper; and

###  

### 9.5.2                                                    discharge any such personsappointed by the relevant Chargor.

###  

## 9.6                                          **Leases**

##  

AReceiver may grant, or concur in the grant of, any leases or licences of anySecurity Asset for any term on any terms which he thinks fit (including,without limitation, at a rent or fee with or without a premium) and may accepta surrender of any lease or licence of any Security Asset on any terms which hethinks fit (including, without limitation, the payment of money to a lessee orlicensee on a surrender).

 

## 9.7                                          **Legal actions**

##  

AReceiver may bring, prosecute, enforce, defend and abandon all actions, suitsand proceedings to the relevant Chargor or its Security Assets as he thinksfit.

 

## 9.8                                          **Possession**

##  

AReceiver may take immediate possession of, get in, and/or collect the SecurityAssets of the relevant Chargor and, for that purpose, to enter upon itsproperty or any other premises at which its Security Assets are for the timebeing and from time to time located and sever, dismantle or remove the same orany fixtures for the time being and from time to time therefrom without beingliable for any loss or damage thereby occasioned.

 

23

----

 

## 9.9                                          **Protection ofAssets**

##  

AReceiver may, in each case as he may think fit:

 

### 9.9.1                                                    make and effect, and concur inthe making and effecting of, all repairs, maintenance, decoration, provision ofall services (including, without limitation, lighting, heating and cleansing)structural and other alterations, improvements, additions and development in orto the Security Assets and do anything else in connection with the SecurityAssets which he may think fit or which he may deem proper for the efficient useor management of the Security Assets, as well as for the protection as for theimprovement of the Security Assets or for the protection of the security herebyconstituted;

###  

### 9.9.2                                                    commence and/or complete anybuilding operations on the Mortgaged Property or other Security Asset;

###  

### 9.9.3                                                    apply for and maintain anyplanning permission, building regulation, approval or any other permission,consent or licence in relation to the Security Assets; and

###  

### 9.9.4                                                    effect and maintain insurancesin respect of the Security Assets.

###  

## 9.10                                    **Receipts**

##  

AReceiver may give valid receipts for all monies and execute all deeds ordocuments (including, without limitation, with full power to convey any assetssold in the name of the relevant Chargor) as may be necessary or appropriate inthe name of, or on behalf of the relevant Chargor for the purpose of exercisingany of the powers, authorities and discretions conferred on the Receiver by orpursuant to this Deed and to use the name of the relevant Chargor for all orany of such powers, authorities and discretions, for which purpose the relevantChargor hereby irrevocably appoints every such Receiver to be its attorney.

 

## 9.11                                    **Sale of assets**

##  

AReceiver may sell, exchange, convert into money and realise any Security Assetby public auction, tender or private treaty in any manner and on any terms andwith or without such advertisement and in such lot or lots and together orseparately as the Receiver thinks fit. The consideration for any such transaction may consist of cash,debentures or other obligations, shares, stock or other valuable considerationand any such consideration may be payable in a lump sum or by instalmentsspread over such period as the Receiver thinks fit.  Fixtures may be severed and sold separately from the propertycontaining them without the consent of the relevant Chargor.

 

## 9.12                                    **Subsidiaries**

##  

AReceiver may promote the formation of a or purchase a newly formed, or concurin the promotion of the formation of a or purchase a newly formed, subsidiaryand/or subsidiaries of any Chargor with a view to the same purchasing, leasing,licensing or otherwise acquiring all or any of the assets of that Chargor andthe Receiver may sell, lease, license or otherwise dispose all or any of theassets of that Chargor to such subsidiary or subsidiaries on such terms as heshall think fit.

 

24

----

 

## 9.13                                    **Exercise of Rights**

##  

AReceiver may exercise or permit the relevant Chargor or any nominee of therelevant Chargor to exercise any powers or rights incidental to the ownershipof its Security Assets in such manner as the Receiver may think fit and, inparticular (as regards any shares, stock or other securities for the time beingand from time to time included in its Security Assets), any rights for the timebeing and from time to time attached thereto.

 

## 9.14                                    **Uncalled capital**

##  

AReceiver may call up all or any portion of any uncalled capital of a Chargor.

 

## 9.15                                    **Professional advice**

##  

AReceiver may appoint a solicitor or accountant or other professionallyqualified person to advise or assist it in the exercise of any of the powers,authorities and discretions by or pursuant to these presents or otherwise forany purpose connected with its Security Assets, and may discharge any suchperson.

 

## 9.16                                    **Seal**

##  

AReceiver may use a Chargor’s seal.

 

## 9.17                                    **Specified IntellectualProperty**

##  

AReceiver may in respect of any Specified Intellectual Property:

 

### 9.17.1                                              make such registrations andpay such fees, renewal fees, registration taxes and similar amounts as hethinks fit to keep such Specified Intellectual Property in force;

###  

### 9.17.2                                              take such steps as he thinksfit (including, without limitation, the institution of legal proceedings andthe incurring of advertising expenditure) to police such Specified IntellectualProperty in any territory and to prevent third parties infringing it andotherwise to maintain and preserve its value; and

###  

### 9.17.3                                              if he thinks fit, abandon orcancel such Specified Intellectual Property or permit its registration (orapplication for registration) in any jurisdiction to lapse or to permit it tobecome liable to a claim for abandonment for non-use or otherwise.

###  

# **10.**                     APPLICATIONOF PROCEEDS

# ** **

Anymonies received by Burdale or any Receiver after this Deed has becomeenforceable shall be applied in the following order of priority (but withoutprejudice to the right of Burdale to recover any shortfall from the Chargors):

 

## 10.1                                    in satisfaction of or provision for allcosts and expenses incurred by Burdale or any Receiver and of all remunerationdue to any Receiver under this Deed;

##  

## 10.2                                    in or towards payment of the SecuredLiabilities or such part of them as is then due and payable to Burdale; and

 

25

----

 

## 10.3                                    in payment of the surplus (if any) to anyChargor or other person entitled to it.

##  

# **11.**                     EXPENSESAND INDEMNITY

 

Immediatelyupon demand, each Chargor shall pay all other costs and expenses (includinglegal fees and VAT) incurred from time to time in connection with theenforcement of or preservation of rights under this Deed by Burdale, or anyReceiver, attorney, manager, agent or other person appointed by Burdale underthis Deed or by statute, and keep each of them indemnified against any failureor delay in paying the same.

 

# **12.**                     DELEGATION

 

Burdaleand any Receiver may, for the time being and from time to time, delegate bypower of attorney or in any other manner (including, without limitation, underthe hand of any manager of Burdale) to any person any right, power ordiscretion exercisable by Burdale or such Receiver (as the case may be) underthis Deed.  Any such delegation may bemade upon the terms (including, without limitation, power to sub-delegate) andsubject to any regulations which Burdale or such Receiver (as the case may be)may think fit.  Neither Burdale nor anyReceiver will be in any way liable or responsible to any Chargor for any lossor liability arising from any act, default, omission or misconduct on the partof any such delegate or sub-delegate who shall be entitled to all theindemnities to which his appointor is entitled under this Deed.

 

# **13.**                     FURTHERASSURANCES

 

## 13.1                                    **General**

##  

EachChargor shall, at its own expense, execute and do all such acts, deeds andthings (including, without limitation, payment of all stamp duties andregistration fees) Burdale or a Receiver may reasonably require for:

 

### 13.1.1                                              perfecting or betterperfecting or protecting or better protecting the security intended to becreated by this Deed over any Security Asset; and

###  

### 13.1.2                                              after the security constitutedby this Deed has become enforceable, facilitating the realisation of anySecurity Asset or the exercise of any right, power or discretion exercisable,by Burdale or any Receiver in respect of any Security Asset, including, withoutlimitation, the execution of any transfer, conveyance, assignment or assuranceof any property whether to Burdale or to its nominees, and the giving of anynotice, order or direction and the making of any registration, which in anysuch case, Burdale may think necessary or desirable.

###  

## 13.2                                    **Further Subsidiaries**

##  

### 13.2.1                                              Each Chargor undertakes toensure that each company which becomes a Subsidiary (whether direct orindirect) of any Chargor after today’s date shall, promptly upon being requiredto do so by Burdale, execute a Deed of Accession in substantially the form setout in **Schedule **6 and suchcompany shall on the date which such Deed of Accession is

 

26

----

 

### executed by it become a party to this Deed in thecapacity of a Chargor and this Deed shall be read and construed for allpurposes as if such company had been an original party to this Deed as aChargor (but for the avoidance of doubt the security created by such companyshall be created on the date of the Deed of Accession).

###  

### 13.2.2                                              Burdale may specify anyamendments or changes to the form or manner in which any such new Chargor givessuch security (including an acceptance of a limit on the liability of such newChargor) which in the opinion of Burdale is necessary in order that suchsecurity may lawfully be given.

###  

### 13.2.3                                              The Company shall procure thatall registrations or other steps necessary to perfect any security created by aDeed of Accession are completed as soon as is practicable after its executionand in any event within any applicable time limit.

###  

### 13.2.4                                              Each Chargor (other than theCompany) by its execution of this Deed or any Deed of Accession, irrevocablyappoints the Company to execute on its behalf any Deed of Accession withoutfurther reference to or the consent of such Chargor and such Chargor shall bebound by any such Deed of Accession as if it had itself executed such Deed ofAccession.

###  

# **14.**                     POWER OFATTORNEY

 

EachChargor, by way of security, irrevocably and severally appoints Burdale, eachReceiver and any of their delegates or sub delegates to be its attorney and onits behalf and in its name or otherwise to execute and do all such acts, deedsand things which such Chargor is obliged to take under this Deed and generally,on its behalf and in its name, to exercise all or any of the powers,authorities and discretions conferred by or pursuant to this Deed on Burdale orany Receiver.  Each Chargor herebyratifies and confirms and agrees to ratify and confirm whatever any attorneydoes or purports to do pursuant to its appointment under this clause.

 

# **15.**                     CONTINUINGSECURITY

 

## 15.1                                    **Additional Security**

##  

Thesecurity constituted by this Deed is in addition to and is not in any wayprejudiced by any other security now or subsequently held by Burdale for any ofthe Secured Liabilities.

 

## 15.2                                    **Continuing Security**

##  

Thesecurity constituted by this Deed is continuing and will extend to the ultimatebalance of all the Secured Liabilities, regardless of any intermediate paymentor discharge in whole or in part.

 

27

----

 

## 15.3                                    **Reinstatement**

##  

If anypayment by a Chargor or any discharge given by Burdale (whether in respect ofthe obligations of any Obligor or any security for those obligations orotherwise) is avoided or reduced as a result of insolvency or any similarevent:

 

### 15.3.1                                              the liability of each Chargorshall continue as if the payment, discharge, avoidance or reduction had notoccurred; and

###  

### 15.3.2                                              Burdale shall be entitled torecover the value or amount of that security or payment from each Chargor, asif the payment, discharge, avoidance or reduction had not occurred.

###  

## 15.4                                    **Waiver of defences**

 

Theobligations of each Chargor under this Deed will not be affected by an act,omission, matter or thing which, but for this Clause, would reduce, release orprejudice any of its obligations under this Deed (without limitation andwhether or not known to it or Burdale) including:

 

### 15.4.1                                              any time, waiver or consentgranted to, or composition with, any Obligor or other person;

###  

### 15.4.2                                              the release of any otherObligor or any other person under the terms of any composition or arrangementwith any creditor of any Obligor or any other person;

###  

### 15.4.3                                              the taking, variation,compromise, exchange, renewal or release of, or refusal or neglect to perfect,take up or enforce, any rights against, or security over assets of, any Obligoror other person or any non-presentation or non-observance of any formality orother requirement in respect of any instrument or any failure to realise thefull value of any security;

###  

### 15.4.4                                              any incapacity or lack ofpower, authority or legal personality of or dissolution or change in themembers or status of an Obligor or any other person;

###  

### 15.4.5                                              any amendment (howeverfundamental) or replacement of a Finance Document or any other document orsecurity;

###  

### 15.4.6                                              any unenforceability,illegality or invalidity of any obligation of any person under any FinanceDocument or any other document or security; or

###  

### 15.4.7                                              any insolvency or similarproceedings.

###  

## 15.5                                    **Immediate recourse**

##  

EachChargor waives any right it may have of first requiring Burdale to proceedagainst or enforce any other rights or security or claim payment from anyperson before enforcing the security constituted by this Deed.  This waiver applies irrespective of any lawor any provision of a Finance Document to the contrary.

 

## 15.6                                    **Appropriations**

 

Untilall the Secured Liabilities have been irrevocably paid in full, Burdale may:

 

### 15.6.1                                              refrain from applying orenforcing any other monies, security or rights held or received by Burdale inrespect the Secured Liabilities, or apply and enforce the same in such

 

28

----

 

### manner and order as it sees fit (whether against theSecured Liabilities or otherwise) and no Chargor shall be entitled to thebenefit of the same; and

###  

### 15.6.2                                              hold in an interest-bearingsuspense account any monies received from any Chargor or on account of anyChargor’s liability in respect of the Secured Liabilities.

###  

## 15.7                                    **Deferral of Chargors’rights**

##  

Untilall the Secured Liabilities have been irrevocably paid in full and unlessBurdale otherwise directs, no Chargor will exercise any rights which it mayhave by reason of performance by it of its obligations under the FinanceDocuments:

 

### 15.7.1                                              to be indemnified by anObligor;

###  

### 15.7.2                                              to claim any contribution fromany other guarantor of any Obligor’s obligations under the Finance Documents;and/or

###  

### 15.7.3                                              to take the benefit (in wholeor in part and whether by way of subrogation or otherwise) of any of Burdale’srights under the Finance Documents or of any other guarantee or security takenpursuant to, or in connection with, the Finance Documents by Burdale.

###  

# **16.**                     MISCELLANEOUS

 

## 16.1                                    **Covenant to pay**

##  

EachChargor shall pay or discharge the Secured Liabilities in the manner providedfor in any document creating or evidencing the Secured Liabilities and/orotherwise as agreed from time to time.

 

## 16.2                                    **HM Land Registry**

##  

EachChargor applies to the Chief Land Registrar for a restriction in the followingterms to be entered on the Register of Title relating to any propertyregistered at HM Land Registry in its name and against which this Deed may benoted:

 

“Exceptunder an order of the Registrar, no disposition or dealing by the proprietor ofthe land is to be registered without the consent of the proprietor for the timebeing of the Deed dated [     ] between, amongstothers, [the relevant Chargor] and Burdale Financial Limited.”

 

## 16.3                                    **New Accounts**

##  

IfBurdale receives, or is deemed to be affected by, notice, whether actual orconstructive, of any subsequent charge or other interest affecting any SecurityAsset and/or the proceeds of sale of any Security Asset, Burdale may open a newaccount for any Chargor.  If Burdaledoes not open a new account, it shall nevertheless be treated as if it had doneso at the time when it received or was deemed to have received notice.  As from that time all payments made toBurdale will be credited or be treated as having been credited to the newaccount and will not operate to reduce any amount for which this Deed issecurity and, furthermore, Burdale shall be under no obligation to advance anymonies or provide or continue to provide any credit facility to any FacilityCompany.

 

29

----

 

## 16.4                                    **Tacking**

##  

Burdalecovenants with each Chargor that it shall perform its obligations under anydocument creating or evidencing the Secured Liabilities (including anyobligation to make available further advances).

 

## 16.5                                    **Separate Charges**

##  

ThisDeed shall, in relation to each Chargor, be read and construed as if it were aseparate Deed relating to such Chargor to the intent that if any SecurityInterest created by any other Chargor in this Deed shall be invalid or liableto be set aside for any reason, this shall not affect any Security Interestcreated under this Deed by such first Chargor.

 

## 16.6                                    **Invalidity**

##  

If, atany time, any provision of this Deed is or becomes invalid, illegal orunenforceable in any respect under any law, the validity, legality andenforceability of the remaining provisions will not in any way be affected orimpaired.

 

# **17.**                     RELEASE

 

## 17.1                                    **Expiry of Security Period**

##  

Uponthe expiry of the Security Period (but not otherwise), Burdale shall, at therequest and cost of the Chargors, take whatever action is necessary to releasethe Security Assets from the security constituted by this Deed and/or reassignthe benefit of the Security Assets to the Chargors.

 

## 17.2                                    **Other Accounts**

##  

At anytime before the security created by this Deed shall have become enforceable, inthe absence of any directions from Burdale to the contrary, any amountspermitted by the terms of the Finance Documents to be paid into an OtherAccount shall upon payment into such account stand released from the fixedcharge over Book Debts created pursuant to **clause**2 and shall stand subject to the floating charge created by **clause** 3, provided that such release shallin no respect prejudice the continuance of the fixed charge created pursuant to**clause** 2 in respect of all otherBook Debts.

 

## 17.3                                    **Purchased Receivables**

##  

Whereany Receivables are sold to Burdale by a Facility Company under the ReceivablesFinance Facility, such Receivables shall upon title to them passing to Burdaleunder the terms of the Facility Agreement stand released from the SecurityInterests created by this Deed.

 

# **18.**                     RIGHTSAND REMEDIES

 

Therights of Burdale under this Deed are cumulative, may be exercised as often asconsidered appropriate and are in addition to the general law.  Such rights (whether arising hereunder or

 

30

----

 

underthe general law) shall not be capable of being waived or varied otherwise thanby an express waiver or variation in writing and, in particular, any failure toexercise or delay in exercising any of such rights shall not operate as awaiver or variation of that or any other such right, any defective or partialexercise of any such rights shall not preclude any other or further exercise ofthat or any other such right, and no act or course of conduct or negotiation byBurdale or on its behalf shall in any way preclude it from exercising any suchright or constitute a suspension or any variation of any such right.

 

# **19.**                     NOTICES

 

## 19.1                                    **Delivery and Receipt**

##  

Anycommunications to be made under or in connection with this Deed shall be madein the manner specified in the Facility Agreement.

 

# **20.**                     GOVERNING LAW AND JURISDICTION

 

## 20.1                                    **Governing Law**

##  

ThisDeed is governed by English law.

 

ThisDeed has been entered into as a deed on the date stated at the beginning ofthis Deed.

 

**[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACTOF 1934, AS AMENDED.**

 

31

----

**SCHEDULE 1**

 

The Chargors

 

TheCompany

 

**VIEWSONIC EUROPE LIMITED**

 
| Registered  Number:             | 03131161           |
|---------------------------------|--------------------|
| Jurisdiction  of Incorporation: | England  and Wales |

 

32

----

 

**SCHEDULE 2**

 

MortgagedProperty

 

33

----

 

**SCHEDULE 3**

** **

Forms ofNotice to Banks and Acknowledgement

 

Part I  - Blocked Accounts

 

**Blocked Account Notice**

[On HeadedNotepaper of relevant Facility Company]

 

 

[Date]

 

To:                   [Barclays Bank plc]

[Address]

 

Attention:                   [                     ]

 

DearSirs,

 

Wehereby give you notice that by Deed of Debenture dated[         ] (the **“Deed”**), we have charged to BurdaleFinancial Limited (**“Burdale”**) byway of first fixed charge all our rights, title, interest and benefit in and tothe following account(s) held with yourselves and all amounts standing to thecredit of such account from time to time:

 

AccountNo. [         ], sort code[         ]

 

AccountNo. [         ], sort code[         ]

 

[Repeatas necessary]

 

(the **“Blocked Account(s)”**).

 

Pleaseacknowledge receipt of this letter by returning a copy of the attached letteron your own headed notepaper with a receipted copy of this notice forthwith, toBurdale at 53 Queen Anne Street, London, W1G 9HP, Attention: Company Secretary.

 
| Yours  faithfully         |
|---------------------------|
|                      |
|                      |
|                      |   |
| for and on  behalf of     |
| VIEWSONIC  EUROPE LIMITED |

 

34

----

 

**Blocked Account Acknowledgement**

[On the HeadedNotepaper of Bank]

 

[Date]

 
| To:        | Burdale  Financial Limited (**“Burdale”**) |
|------------|------------------------------------------------------|
|       | 53 Queen Anne  Street                                |
|       | London W1G  9HP                                      |
|       |                                                 |
| Attention: | Company  Secretary                                   |

 

 

DearSirs,

 

[Nameof Facility Company] (the **“Company”**)

 

Werefer to the notice, received today from the Company with respect to the fixedcharge which it has granted to Burdale over the Blocked Account(s) (the **“Notice”**).

 

Termsnot defined in this letter shall have the meanings given to them in the Notice.

 

Wehereby acknowledge that the Company has charged to Burdale by way of a firstfixed charge all of its rights, title, interest and benefit in and to theBlocked Account.

 

Wehereby irrevocably undertake to you that until receipt by us of notice from youconfirming that you no longer have any interest in the Blocked Account weshall:

 

(a)                        not exerciseany right of combination, consolidation, merger or set-off which we may have inrespect of, or otherwise exercise any other right which we may have to applyany monies from time to time standing or accruing to the credit of the BlockedAccount save for fees and charges payable to us for the operation of theBlocked Account;

 

(b)                       promptly notifyyou of any renewal, renumbering or redesignation of any and all of the BlockedAccount;

 

(c)                        promptly sendto you copies with respect to all the Blocked Account of all statements and, ifrequested by you, copies of all credits, debits and notices given or made by usin connection with such account;

 

(d)                       not permit oreffect any withdrawal or transfer from the Blocked Account by or on behalf ofthe Company save for withdrawals and transfers requested by you in writing tous pursuant to the terms of this letter;

 

(e)                        comply withall instructions received by us from you from time to time with respect to theconduct of the Blocked Account provided that such instructions are given inaccordance with the terms of this letter;

 

35

----

 

(f)                          comply withall instructions received by us from you from time to time with respect to themovement of funds from the Blocked Account provided that:

 

(i)                             allinstructions are received in writing, by facsimile, to us at facsimile number[         ], attention:[         ];

 

(ii)                          allinstructions must be received by 2 pm if they are to be complied with on thesame Business Day.  Instructions receivedoutside such hours will be complied with on the next Business Day followingsuch receipt. Facsimile instructions will be deemed received at the time oftransmission;

 

(iii)                       allinstructions are given in compliance with the mandate entered into by youstipulating who may give instructions to us; and

 

(iv)                      to the extentthat an instruction is given which would in our opinion cause the BlockedAccount to become overdrawn we will transfer the outstanding balance in theaccount;

 

(g)                       (subject to **paragraph** (h) below) effect the followingtransaction on a daily basis unless we receive written notice to the contraryin accordance with **paragraph** (f)above: the cleared balance of the Blocked Account will be transferred into theaccount at [Bank] account number[         ], being an account inyour name designated the “[the relevant Facility Company] Loan Account” attn.[         ]];

 

(h)                       we shall not beobliged to comply with any instructions received from you or undertake thetransactions set out in **paragraph**(g) where:

 

(i)                             due tocircumstances not within our direct control we are unable to comply with suchinstructions; and

 

(ii)                          that tocomply with such instructions will breach a Court Order or be contrary toapplicable law,

 

and in each case we shall give notice thereof to theCompany and Burdale as well as reasons why we cannot comply with suchinstructions;

 

(i)                           in theevent that we are unable to comply with any instructions due to circumstancesset out in **paragraph** (h) we shallnot be responsible for any loss caused to you or to the Company and in any eventwe shall not be liable for any consequential, special, secondary or indirectloss of or damage to goodwill, profits or anticipated savings (however caused);and

 

(j)                           youacknowledge that we are obliged to comply with the terms of this letter andthat we have no notice of the particulars of the charge granted to you by theCompany other than as set out in the Notice and this letter. You furtheracknowledge that subject to the terms of this letter we shall not be liable toyou in any respect if the Company operates the Blocked Account in breach of anyagreement entered into by the Company with you.

 

We notethat, for the purposes of this letter, all notices, copy notices, advices andcorrespondence to be delivered to you shall be effectively delivered if sent byfacsimile to you at number 020 7935 5445 or by post at the address at the topof this letter, in both cases marked for the attention of the CompanySecretary.

 

Thisletter is governed by and shall be construed in accordance with English law. 

 

36

----

 
| Yours  faithfully     |   | We  hereby acknowledge and accept the terms  of this letter |
|-----------------------|--------|-------------------------------------------------------------|
|                  |   |                                                        |
|                  |   |                                                        |   |
| for  and on behalf of |   | for  and on behalf of                                       |
|                  |   |                                                        |
| [BANK]                |   | **BURDALE FINANCIAL LIMITED**                               |

 

37

----

 

Part II – OtherAccounts

 

**Other Accounts Notice**

[On HeadedNotepaper of relevant Chargor]

 

[Date]

 
| To:    | [Bank name]                                                                                            |
|--------|--------------------------------------------------------------------------------------------------------|
|   | [         ]  Branch                                       |
|   | [Address]                                                                                              |
|   |                                                                                                   |
|   | Attention:      [         ] |

 

DearSirs,

 

Wehereby give you notice that by Deed of Debenture dated[         ] (the **“Deed”**), we have charged to BurdaleFinancial Limited (**“Burdale”**) allour rights, title, interest and benefit in and to the following accounts heldwith yourselves and all amounts standing to the credit of such accounts from timeto time:

 

AccountNo. [         ], sort code[         ]

 

AccountNo. [         ], sort code[         ]

 

AccountNo. [         ], sort code[         ]

 

[Repeatas necessary]

 

(the **“Charged Accounts”**).

 

Pleaseacknowledge receipt of this letter by returning a copy of the attached letteron your own headed notepaper with a receipted copy of this notice forthwith, toBurdale at 53 Queen Anne Street, London, W1G 9HP, Attention: Company Secretary.

 
| Yours  faithfully         |
|---------------------------|
|                      |
|                      |
|                      |   |
| for and on  behalf of     |
| VIEWSONIC EUROPE  LIMITED |

 

38

----

 

**Other Accounts Acknowledgement**

[On the HeadedNotepaper of Bank]

 

[Date]

 
| To:        | Burdale  Financial Limited (**“Burdale”**) |
|------------|------------------------------------------------------|
|       | 53 Queen  Anne Street                                |
|       | London W1G  9HP                                      |
|       |                                                 |
| Attention: | Company  Secretary                                   |

 

 

DearSirs,

 

[RelevantChargor] (the **“Chargor”**)

 

Werefer to the notice, received today from the Chargor with respect to the chargewhich it has granted to Burdale over the Charged Accounts (the **“Notice”**).

 

Termsnot defined in this letter shall have the meanings given to them in the Notice.

 

Wehereby acknowledge that the Chargor has charged to Burdale by way of a firstfloating charge all of its rights, title, interest and benefit in and to theCharged Accounts.

 

Wehereby irrevocably undertake to you that until receipt by us of notice from youconfirming that you no longer have any interest in the Charged Accounts weshall:

 

(a)                          not exercise any right ofcombination, consolidation, merger or set-off which we may have in respect of,or otherwise exercise any other right which we may have to apply any moniesfrom time to time standing or accruing to the credit of the Charged Accountssave for fees and charges payable to us for the operation of the ChargedAccounts;

 

(b)                         promptly notify you of anyrenewal, renumbering or redesignation of any and all of the Charged Accounts;

 

(c)                          upon request from send to youcopies with respect to all the Charged Accounts of all statements together withcopies of all credits, debits and notices given or made by us in connectionwith such account;

 

(d)                         permit or effect anywithdrawal or transfer from the Charged Accounts in accordance with theChargor’s mandate with us until we receive notice from you terminating theChargor’s right to operate the Charged Accounts;

 

(e)                          Comply with all instructionsreceived by us from you from time to time with respect to the conduct of theCharged Accounts provided that such instructions are given in accordance withthe terms of this letter;

 

(f)                            comply with all instructionsreceived by us from you from time to time with respect to the movement of fundsfrom the Charged Accounts provided that:

 

(i)                         all instructions are receivedin writing, by facsimile, to us at facsimile number[         ], attention:[         ]; and

 

39

----

 

(ii)                      all instructions must bereceived by 2 pm if they are to be complied with on the same Business Day.  Instructions received outside such hours willbe complied with on the next Business Day following such receipt. Facsimileinstructions will be deemed received at the time of transmission; and

 

(iii)                   to the extent that an instruction is givenwhich would in our opinion cause any Charged Account to become overdrawn wewill transfer the cleared balance in the account;

 

(g)                         we shall not be obliged tocomply with any instructions received from you where:

 

(i)                         due to circumstances notwithin our direct control we are unable to comply with such instructions; and

 

(ii)                      that to comply with suchinstructions will breach a Court Order or be contrary to applicable law,

 

and in each case we shall give notice thereof to theChargor and Burdale as well as reasons why we cannot comply with suchinstructions;

 

(h)                         in the event that we areunable to comply with any instructions due to circumstances set out in **paragraph** (g) we shall not be responsiblefor any loss caused to you or to the Chargor and in any event we shall not beliable for any consequential, special, secondary or indirect loss of or damageto goodwill, profits or anticipated savings (however caused); and

 

(i)                             you acknowledge that we areobliged to comply with the terms of this letter and that we have no notice ofthe particulars of the charge granted to you by the Chargor other than as setout in the Notice and this letter. You further acknowledge that subject to theterms of this letter we shall not be liable to you in any respect if theChargor operates the Charged Accounts in breach of any agreement entered intoby the Chargor with you.

 

We areirrevocably authorised by you to follow any instructions received from you inrelation to the Charged Accounts from any person that we reasonably believe isan authorised officer of Burdale, without further inquiry as to Burdale’s rightor authority to give such instructions and we shall be fully protected inacting in accordance with such instructions.

 

We notethat, for the purposes of this letter, all notices, copy notices, advices andcorrespondence to be delivered to you shall be effectively delivered if sent byfacsimile to you at number 020 7935 5445 or by post at the address at the topof this letter, in both cases marked for the attention of the CompanySecretary.

 

Thisletter is governed by and shall be construed in accordance with English law.

 

 
| Yours  faithfully     | We  hereby acknowledge and accept the terms  of this letter |
|-----------------------|-------------------------------------------------------------|
|                  |                                                        |
|                  |                                                        |   |   |
| for  and on behalf of | for  and on behalf of                                       |
|                  |                                                        |
| [BANK]                | **BURDALE FINANCIAL LIMITED**                               |
|                       |                                                             |  |  |

 

40

----

 

**SCHEDULE 4**

** **

Group Shares

 
| **Chargor** | ** ** | **Company Name** | ** ** | **Type of Share** | ** ** | **Number of Shares** | ** ** | **Nominee (if any)** |
|-------------|------------|------------------|------------|-------------------|------------|----------------------|------------|----------------------|
| ** **  | ** ** | ** **       | ** ** | ** **        | ** ** | ** **           | ** ** | ** **           |
| ** **  | ** ** | ** **       | ** ** | ** **        | ** ** | ** **           | ** ** | ** **           |
| ** **  | ** ** | ** **       | ** ** | ** **        | ** ** | ** **           | ** ** | ** **           |
| ** **  | ** ** | ** **       | ** ** | ** **        | ** ** | ** **           | ** ** | ** **           |

 

41

----

 

**SCHEDULE 5**

** **

BlockedAccounts and Other Accounts

 
| **Bank**   | ** ** | **Branch** | ** ** | **Account No.** | ** ** | **Denomination** |
|------------|------------|------------|------------|-----------------|------------|------------------|
| ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **       |
| ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **       |
| ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **       |
| ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **       |

 

PART I

 

**BlockedAccounts**

 
| **Bank** | ** ** | **Country** | ** ** | **Account Number** | ** ** | **Denomination** |
|----------|------------|-------------|------------|--------------------|------------|------------------|
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |

 

 

PART II

 

**OtherAccounts**

 

 
| **Bank** | ** ** | **Country** | ** ** | **Account Number** | ** ** | **Denomination** |
|----------|------------|-------------|------------|--------------------|------------|------------------|
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |

 

 

PARTIII

 

**LocalAccounts**

 

 
| **Bank** | ** ** | **Country** | ** ** | **Account Number** | ** ** | **Denomination** |
|----------|------------|-------------|------------|--------------------|------------|------------------|
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |
| **[*]**  | ** ** | **[*]**     | ** ** | **[*]**            | ** ** | **[*]**          |

 

----

***      ConfidentialTreatment Requested**

 

42

----

 

**SCHEDULE 6**

 

Deed ofAccession

 

**DATE**

 

**PARTIES**

 

(1)                        [         ]LIMITED (Registered in England and Wales under company registration number[         ]) (the **“New Chargor”**);

 

(2)                        VIEWSONIC EUROPE LIMITED(Registered in England and Wales under company registration number 03131161)(the **“Company”**) for itself and asagent for and on behalf of each of the other Chargors presently party to theDebenture (as defined below); and

 

(3)                        BURDALE FINANCIAL LIMITED(Registered in England and Wales under company registration number 2656007) (**“Burdale”**).

 

**RECITALS**

** **

(A)                    The Company and others asChargors entered into a deed of debenture dated[         ] (as supplemented andamended from time to time, the **“Debenture”**)in favour of Burdale.

 

(B)                      The New Chargor has at therequest of the Company and in consideration of Burdale continuing to make facilitiesavailable to the Facility Companies and after giving due consideration to theterms and conditions of the Finance Documents and the Debenture and satisfyingitself that there are reasonable grounds for believing that the entry into thisDeed by it will be of benefit to it, decided in good faith and for the purposeof carrying on its business to enter into this Deed and thereby become aChargor under the Debenture.

 

(C)                      The Chargors and Burdaleintend that this document take effect as a deed notwithstanding that it may beexecuted under hand.

 

**IT IS AGREED ASFOLLOWS:**

 

1.                             Terms defined in the Debenturehave the same meaning when used in this Deed.

 

2.                             The New Chargor agrees tobecome a party to and bound by the terms of the Debenture as a Chargor withimmediate effect and so that the Debenture shall be read and construed for allpurposes as if the New Chargor had been an original party to the Debenture inthe capacity of Chargor (but so that the security created consequent on suchaccession shall be created on the date of this Deed).

 

3.                             The New Chargor undertakes tobe bound by all of the covenants and agreements in the Debenture which areexpressed to be binding on a Chargor.

 

43

----

 

4.                             The New Chargor grants toBurdale the assignments, charges, mortgages and other Security Interestsdescribed in the Debenture as being granted, created or made by Chargors underthe Debenture to the intent that its assignments, charges, mortgages and otherSecurity Interests shall be effective and binding upon it and its property andassets and shall not in any way be avoided, discharged or released or otherwiseadversely affected by any ineffectiveness or invalidity of the Debenture or ofany other party’s execution of the Debenture or any other Deed of Accession, orby any avoidance, invalidity, discharge or release of any guarantee, assignmentor charge contained in the Debenture or in any other Deed of Accession.

 

5.                             The Debenture and this Deedshall be read and construed as one to the extent and so that references in theDebenture to:

 

(a)                        **“this Deed”** and similar phrases shall bedeemed to include this Deed;

 

(b)                       **“Schedule 2”** shall be deemed to include areference to **part** I of theSchedule to this Deed;

 

(c)                        **“Schedule 4”** shall be deemed to include areference to **part** II of theSchedule to this Deed;

 

(d)                       **“Schedule 5”** shall be deemed to include areference to **part** III of theSchedule to this Deed;

 

(e)                        **“Schedule 7”** shall be deemed to include areference to **part** IV of the Schedule tothis Deed;

 

(f)                          **“Schedule 8”** shall be deemed to include areference to **part** V of theSchedule to this Deed.

 

6.                             The parties agree that thebank accounts of the New Chargor specified in **part**III of the **Schedule **to thisDeed shall be designated as Other Accounts for the purposes of the Debenture.

 

7.                             The Company, for itself and asagent for and on behalf of the other Chargors under the Debenture, agrees andconsents to all of the matters provided for in this Deed.

 

8.                             Without limiting the generalityof the other provisions of this Deed and the Debenture, pursuant to the termsof this Deed and the Debenture, the New Chargor as security for the payment andperformance of the Secured Liabilities, and in the manner specified in **clause** 1.2(g) of the Debenture:

 

(a)                        charges to Burdale by way offirst legal mortgage all of the property (if any) now belonging to it briefdescriptions of which are specified in Schedule 2 to the Debenture and/or **part** I of the Schedule to this Deed;

 

(b)                       mortgages and charges andagrees to mortgage and charge to Burdale all of the stocks, shares and othersecurities (if any) brief descriptions of which are specified in **part** II of the Schedule to this Deed(which shall from today’s date form part of the Group Shares for the purposesof the Debenture), the same to be a security by way of a first mortgage;

 

44

----

 

(c)                        [charges to Burdale by way ofa first fixed charge all of its right, title and interest in and to:

 

(i)                          the Blocked Account(s)specified in the Schedule to the Accession Letter dated on or abouttoday’s date pursuant to which the New Chargor is to become a Facility Companyand a Guarantor under the Facility Agreement; and

 

(ii)                       all monies standing to thecredit of such Blocked Account(s) and the debts represented by them;][INCLUDEIF NEW CHARGOR IS ALSO TO BE A FACILITY COMPANY]

 

(d)                       charges to Burdale by way offirst fixed charge its registered Intellectual Property (if any) specified in **part** IV of the Schedule to this Deed(which shall from today’s date form part of the Specified Intellectual Propertyof the Chargors for the purposes of the Debenture); and

 

(e)                        mortgages and charges andagrees to mortgage and charge to Burdale the same to be a security by way of afirst mortgage all of its right, title and interest in and to the Equipment (ifany) brief descriptions of which are specified in **part** V of the Schedule to this Deed (which shall fromtoday’s date form part of the Specified Equipment for the purposes of theDebenture), the same to be a security by way of a first legal mortgage and allspare parts and replacements for and all modifications and additions to suchSpecified Equipment.

 

9.                             This Deed is governed byEnglish law.

 

ThisDeed has been entered into as a deed on the date stated at the beginning ofthis Deed.

 

**SCHEDULE**

 

Part I – RealProperty

 

[Insertdetails of any real property owned by the New Chargor]

 

Part II –Group Shares

 

[Insertdetails of all Group Shares of the New Chargor]

 

Part III –Other Accounts

 

[Insertdetails of all Other Accounts of the New Chargor]

 

Part IV –Specified Intellectual Property

 

[Insertdetails of any registered Intellectual Property owned by the New Chargor]

 

Part V –Specified Equipment

 

[Insertdetails of any Equipment owned by the New Chargor which is to be SpecifiedEquipment]

 

45

----

 

**SIGNATORIES**

 

[to the Deedof Accession]

 
| **The New Chargor**                                               |               |
|-------------------------------------------------------------------|--------------------|
|                                                              |               |
| Executed as  a Deed by                                            | )                  |
| [         ]  LIMITED | )                  |
| acting by  two of its directors or                                | )                  |
| one director  and its secretary:                                  | )                  |
|                                                              |               |
|                                                              | Director           |
|                                                              |               |
|                                                              |               |
|                                                              | Director/Secretary |
|                                                              |               |
|                                                              |               |
| The Company                                                       |               |
| for itself  and as agent for the other                            |               |
| Chargors  party to the Debenture                                  |               |
|                                                              |               |
|                                                              |               |
| Executed as  a Deed by                                            | )                  |
| VIEWSONIC  EUROPE LIMITED                                         | )                  |
| acting by  two of its directors or                                | )                  |
| one director  and its secretary:                                  | )                  |
|                                                              |               |
|                                                              | Director           |
|                                                              |               |
|                                                              |               |
|                                                              | Director/Secretary |
|                                                              |               |
| Burdale                                                           |
|                                                              |
| BURDALE  FINANCIAL LIMITED                                        |
|                                                              |
| By:                                                               |

 

46

----

 

**SCHEDULE 7**

** **

SpecifiedIntellectual Property

 

47

----

 

**SCHEDULE 8**

** **

SpecifiedEquipment

 

48

----

 

**SIGNATORIES**

 
| The Company                        |               |
|------------------------------------|--------------------|
|                               |               |
| Executed as  a Deed by             | )                  |
| VIEWSONIC  EUROPE LIMITED          | )                  |
| acting by  two of its directors or | )                  |
| one director  and its secretary:   | )                  |
|                               |               |
|                               | Director           |
|                               |               |
|                               |               |
|                               | Director/Secretary |
|                               |               |
|                               |               |
| Burdale                            |
|                               |
| BURDALE  FINANCIAL LIMITED         |
|                               |
| By:                                |

 

49

----