Exhibit 10.89


 


Dated: 5th of October, 2016


 


 






Orbital Gas Systems Limited


the Chargor


 


and


 


WELLS FARGO BANK, N.A., LONDON BRANCH


the Bank


 





 



 


Debenture


 





 



 




     


     


    

 


Contents


 


	Clause	Page
	 	 	 
	1	Interpretation	1
	 	 	 
	2	Covenant to pay	4
	 	 	 
	3	Creation of Security	4
	 	 	 
	4	Nature of Security Created	6
	 	 	 
	5	Restrictions	6
	 	 	 
	6	Conversion of Floating Charge	7
	 	 	 
	7	Representations and Warranties	7
	 	 	 
	8	Undertakings	8
	 	 	 
	9	Shares and Investments	11
	 	 	 
	10	Enforcement	11
	 	 	 
	11	Appointment and powers of Receivers	12
	 	 	 
	12	Protection of purchasers	13
	 	 	 
	13	Protection of the Secured Parties and Receivers	13
	 	 	 
	14	Further Assurances	14
	 	 	 
	15	Power of Attorney	15
	 	 	 
	16	Preservation of Security	16
	 	 	 
	17	Notices	18
	 	 	 
	18	Miscellaneous Provisions	19
	 	 	 
	19	Release	19
	 	 	 
	20	Governing Law and Jurisdiction	20
	 	 	 
	Schedule 1 The Security Assets	21
	 	 
	Schedule 2 Forms of Notice to Banks and Acknowledgement	22


 




     


     


    

 


Debenture


 


Dated


 


Between


 


		(1)	Orbital Gas Systems Limited registered in England with number [●] (the Chargor);



 


and


 


		(2)	Wells Fargo bank, N.A., London Branch, (the Bank).



 


Recitals


 


		(A)	Under this Deed, the Borrower provides security to the Bank for all its present and future obligations
and liabilities to the Bank.



 


		(B)	It is intended that this document takes effect as a deed notwithstanding the fact that a party
may only execute this document under hand.



 


It is agreed:


 


		1	Interpretation



 


		1.1	Definitions



 


In this Deed:


 


Account Bank means,
in respect of a Charged Account, the bank with which that Charged Account is opened and maintained.


 


Act means the Law of
Property Act 1925.


 


Blocked Account means
each of the Charged Account that is identified as a “Blocked Account” in Schedule 1 (Security Assets).


 


Book Debts means:


 


		(a)	all book and other debts in existence from time to time (including, without limitation, any sums
whatsoever owed by banks or similar institutions) both present and future, actual or contingent, due, owing to or which may become
due, owing to or purchased or otherwise acquired by the Chargor; and



 


		(b)	the benefit of all rights whatsoever relating to the debts referred to in (a) above including,
without limitation, 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 of tracing, unpaid
vendor's liens and all similar connected or related rights and assets).



 


Charged Accounts means
the bank accounts of the Chargor specified in Part I of Schedule 5 (Charged Accounts) and/or such other bank accounts of the Chargor
as the Bank may designate or approve and includes any other account which is a successor to the account on any renumbering or
re-designation of accounts and any account into which all or part of a balance from the account is transferred for investment
or administrative purpose.


 




    	 	1	 



     


    

 


Charged Debt means,
in respect of each Charged Account, the debt owed by the relevant Account Bank to the Chargor represented by the Credit Balance
of that Charged Account.


 


Credit Balance means,
in respect of each Charged Account, the credit balance from time to time on that Charged Account, including all interest accrued
on that balance.


 


Distribution Rights
means all allotments, accretions, offers, options, rights, bonuses, benefits and advantages, whether by way of conversion, redemption,
preference, option or otherwise which at any time accrue to or are offered or arise in respect of any Investments or Shares, and
includes all dividends, interest and other distributions paid or payable on or in respect of them.


 


an Enforcement Event will
occur if the Borrower fails to pay any of the Secured Liabilities when due or an event of default (howsoever described) occurs
under any document between the Chargor and the Bank pursuant to which any Secured Liability arises.


 


Equipment means the
Chargor's fixed and moveable plant, machinery, tools, vehicles, computers and office and other equipment and the benefit of all
related authorisations, agreements and warranties.


 


Excluded Assets means
the assets (if any) of the Chargor specified in Schedule 2 (Excluded Assets) and any other asset of the Chargor that the
Bank and the Chargor designate as an Excluded Asset after the date of this Deed.


 


Insurance means each
contract or policy of insurance to which the Chargor is a party or in which it has an interest.


 


Intellectual Property Rights
means:


 


		(a)	any patents, petty patents, trademarks, service marks, trade names, domain names, rights in designs,
software rights, utility models, database rights, copyrights, rights in the nature of copyright, and all other forms of intellectual
or industrial property;



 


		(b)	any rights in or to inventions, formulae, confidential or secret processes and information, know-how
and similar rights, goodwill and any other rights and assets of a similar nature; and



 


		(c)	any other right to use (or which may arise from, relate to or be associated with), or application
to register or protect, any of the items listed in paragraphs (a) or (b) above,



 


arising or subsisting in any
jurisdiction and whether registered or not.


 


Investments means all
or any stocks, shares, bonds and securities of any kind (marketable or otherwise), negotiable instruments and warrants and any
other financial instruments (as defined in the Regulations).


 


Land has the same meaning
as it has in section 205(1) of the Act.


 


Party means a party
to this Deed.


 


Receiver means a receiver
appointed pursuant to this Deed or to any applicable law, whether alone or jointly, and includes a receiver and/or manager and,
if the Bank is permitted by law to appoint an administrative receiver, includes an administrative receiver.


 


Regulations means the
Financial Collateral Arrangements (No 2) Regulations 2003 (S.I. 2003/3226) or equivalent legislation in any applicable jurisdiction
bringing into effect Directive 2002/47/EC on financial collateral arrangements, and Regulation means any of them.


 




    	 	2	 



     


    

 


Secured Liabilities
means all present and future obligations and liabilities of the Borrower to the Bank, whether actual or contingent and whether
owed jointly or severally, as principal or surety or in any other capacity and whether or not the Bank was an original party to
the relevant transaction and in whatever name or style, together with all interest (including, without limitation, default interest)
accruing in respect of those obligations or liabilities.


 


Security Assets means
all assets of the Chargor the subject of any security created by this Deed.


 


Security Interest means
a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.


 


Security Period means
the period beginning on the date of this Deed and ending on the date on which all the Secured Liabilities have been unconditionally
and irrevocably paid and discharged in full.


 


Shares means all shares
held by the Chargor in its Subsidiaries.


 


Specified Equipment
means the Equipment (if any) specified in Schedule 1 (Security Assets).


 


Specified Intellectual Property
means the registered Intellectual Property Rights (if any) specified in Schedule 1 (Security Assets).


 


Subsidiary means an
entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital
or similar rights of ownership and control for this purpose means the power to direct the management and the policies of the entity
whether through the ownership of capital, by contract or otherwise.


 


		1.2	Construction



 


		(a)	Any reference in this Deed to:



 


		(i)	assets includes present and future properties, revenues and rights of every description;



 


		(ii)	an authorisation means an authorisation, consent, approval, licence, resolution, filing
or registration;



 


		(iii)	an amendment includes a supplement, novation, extension (whether of maturity or otherwise),
restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amend will be construed
accordingly;



 


		(iv)	any agreement or instrument is a reference to that agreement or instrument as amended, amended
and restated, varied, novated supplemented or replaced from time to time;



 


		(v)	indebtedness includes any obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual or contingent;



 


		(vi)	a regulation includes any regulation, rule, official directive, request or guideline (whether
or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;



 


		(vii)	a guarantee includes any guarantee or indemnity, bond, letter of credit, documentary or
other credit, or other assurance against financial loss;



 


		(viii)	a provision of law is a reference to that provision as amended or re-enacted;


 




    	 	3	 



     


    

 


		(ix)	words importing the singular shall include the plural and vice versa; and



 


		(x)	the term this Security means any Security Interest created, evidenced or conferred by or
under this Deed.



 


		(b)	Clause and Schedule headings are for ease of reference only.



 


		(c)	If any amount paid by the Chargor and/or in connection with the satisfaction of the Secured Liabilities
is capable of being avoided or otherwise set aside on the liquidation or administration of the Chargor or otherwise, then that
amount shall not be considered to have been irrevocably paid for the purpose of this Deed



 


		(d)	The terms of any other document or side letter between any parties in relation to THIS Deed are
incorporated in this Deed to the extent required to ensure that any purported disposition of an interest in Land contained in this
Deed is a valid disposition in accordance with section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.



 


		(e)	Any covenant of the Chargor under this Deed (other than a payment obligation) remains in force
during the Security Period.



 


		(f)	Each of the charges in Clause 3 (Creation of Security) over each category of the assets,
each asset and each sub-category of each asset specified in such clause shall be read and construed separately, as though each
such category, asset and sub-category were charged independently and separately of each other and shall apply to both present and
future assets.



 


		2	Covenant to pay



 


The
Borrower shall pay to the Bank and discharge the Secured Liabilities when they become due.


 


		3	Creation of Security



 


		3.1	Land



 


The Chargor charges:


 


		(a)	by way of legal mortgage its interest in the Land referred to (if any) in Schedule 1 (Security
Assets); and



 


		(b)	by way of fixed charge any right, title or interest which it has now or may subsequently acquire
to or in any other Land, other than any Land that is an Excluded Assets.



 


		3.2	Shares



 


The Chargor mortgages or (if
or to the extent that this Deed does not take effect as a mortgage) charges by way of fixed charge all Shares owned by it or held
by any nominee on its behalf (other than any Share that is an Excluded Asset) in each case together with the Distribution Rights
relating to those Shares.


 


		3.3	Investments



 


The Chargor mortgages or (if
and to the extent that this Deed does not take effect as a mortgage) charges by way of fixed charge all Investments owned by it
or held by any nominee on its behalf (other than any Investments that is an Excluded Asset) in each case together with the Distribution
Rights relating to those Investments.


 




    	 	4	 



     


    

 


		3.4	Equipment



 


The Chargor charges by way
of fixed charge all Equipment owned by it and its interest in any Equipment in its possession, in each case (a) other than any
Equipment that is an Excluded Asset; and (b) so far as it is not charged by way of legal mortgage under Clause 3.1 (Land).


 


		3.5	Book Debts



 


The Chargor charges by way
of fixed charge:


 


		(a)	its Book Debts, both uncollected and collected, the proceeds of the same and all monies otherwise
due and owing to the Chargor but excluding (i) the Charged Debt and (ii) any Book Debt that is an Excluded Asset; and



 


		(b)	the benefit of all rights, Security Interests and guarantees of whatsoever nature enjoyed or held
by it in relation to any Security Asset referred to in paragraph (a) above.



 


		3.6	Charged Accounts



 


The Chargor charges by way
of a first fixed charge all of its rights in respect of the Charged Debt.


 


		3.7	Intellectual Property Rights



 


The Chargor charges by way
of fixed charge all Intellectual Property Rights, including all fees, royalties and other rights of every kind relating to or deriving
from such Intellectual Property Rights.


 


		3.8	Goodwill



 


The Chargor charges by way
of fixed charge its goodwill.


 


		3.9	Uncalled capital



 


The Chargor charges by way of
fixed charge its uncalled capital.


 


		3.10	Authorisations



 


The Chargor charges by way
of fixed charge the benefit of all authorisations held by it in relation to any Security Asset.


 


		3.11	Insurance



 


The Chargor charges by way
of fixed charge all of its benefits, claims and returns of premiums in respect of the Insurance.


 


		3.12	Floating charge



 


		(a)	The Chargor charges by way of floating charge all its present and future business, undertaking
and assets which are not effectively mortgaged, charged by way of fixed charge or assigned under this Clause 3 (Creation of
Security) in each case other than in respect of any asset that is an Excluded Asset.



 


		(b)	Paragraph 14 of Schedule B1 to the Insolvency Act 1986 shall apply to any floating charge created
by this Deed.



 




    	 	5	 



     


    

 


		3.13	Trust



 


		(a)	Subject to paragraph (b) below, if or to the extent that the assignment, mortgaging or charging
of any Security Asset is prohibited, the Chargor holds that Security Asset on trust for the Bank.



 


		(b)	If the reason referred to in paragraph (a) is that:



 


		(i)	a consent or waiver must be obtained; or



 


		(ii)	a condition must be satisfied,



 


then:


 


		(A)	subject to paragraph (c) below, the Chargor shall apply for the consent or waiver; and



 


		(B)	the Chargor shall use all reasonable endeavours to satisfy the condition,



 


as soon as reasonably practicable
after the date of this Deed or, if the Security Asset is acquired after the date of this Deed, as soon as reasonably practicable
after the date of acquisition.


 


		(c)	Where the consent or waiver is not to be unreasonably withheld, the Chargor shall:



 


		(i)	use all reasonable endeavours to obtain it as soon as possible; and



 


		(ii)	keep the Bank informed of the progress of the negotiations to obtain it.



 


		(d)	On the waiver or consent being obtained, or the condition being satisfied, the Security Asset shall
be mortgaged, charged or assigned (as appropriate) under this Clause 3 (Creation of Security) and the trust referred to
in paragraph (a) shall terminate.



 


		4	Nature of Security Created



 


This Security is created:


 


		(a)	as a continuing security and will extend for the ultimate balance of sums payable in connection
with the Secured Liabilities regardless of any intermediate payment or discharge in whole or part;



 


		(b)	(except in the case of assets which are the subject of a legal mortgage under this Deed) over all
present and future assets of the kind described which are owned by the Chargor and, to the extent that it does not own those assets,
shall extend to any right or interest which it may have in them; and



 


		(c)	with full title guarantee.



 


		5	Restrictions



 


The Chargor must not:


 


		(a)	create or permit to subsist any Security Interest of whatsoever nature on any Security Asset other
than with the prior consent of the Bank or as created by this Deed; or



 


		(b)	sell, transfer, grant, lease
or otherwise dispose of any Security Asset, except for the disposal in the ordinary course of trade of any Security Asset subject
to the floating charge created by Clause 3.13 (Other assets) or with the consent of the Bank.



 




    	 	6	 



     


    

 


		6	Conversion of Floating Charge



 


		6.1	Conversion on notice



 


Subject to Clause 6.2 (Limitation),
the Bank may by notice to the Chargor at any time during the Security Period convert the floating charge created by that Chargor
under this Deed into a fixed charge in respect of any Security Asset specified in that notice if:


 


		(a)	an Enforcement Event has occurred; or



 


		(b)	the Bank considers that Security Asset to be in danger of being seized, attached, charged, taken
possession of or sold under any form of distress, sequestration, execution or other process or otherwise to be in jeopardy.



 


		6.2	Limitation



 


Clause 6.1 (Conversion on
notice) shall not apply by reason only of a moratorium being obtained, or anything being done with a view to a moratorium being
obtained, under section 1A of the Insolvency Act 1986.


 


		6.3	Automatic conversion



 


The floating charge created
by a Chargor under this Deed will convert automatically into fixed charges:


 


		(a)	if the Bank receives notice of an intention to appoint an administrator of the Chargor;



 


		(b)	if any steps are taken, (including the presentation of a petition, the passing of a resolution
or the making of an application) to appoint a liquidator, provisional liquidator, administrator or Receiver in respect of the Chargor
over all or any part of its assets, or if such person is appointed;



 


		(c)	if the Chargor creates or attempts to create any Security Interest over all or any of the Security
Assets (other than as permitted by this Deed);



 


		(d)	on the crystallisation of any other floating charge over the Security Assets;



 


		(e)	if any person seizes, attaches, charges, takes possession of or sells any Security Asset under
any form of distress, sequestration, execution or other process, or attempts to do so; and



 


		(f)	in any other circumstances prescribed by law.



 


		7	Representations and Warranties



 


		7.1	Making of representations



 


The
Chargor makes the representations and warranties set out in this Clause 7 to the Bank. Except where provided below, the representations
and warranties are made on the date of this Deed and are deemed to be repeated by the Chargor throughout the Security Period with
reference to the facts and circumstances then existing.


 


		7.2	Capacity



 


The Chargor has the capacity,
power and authority to enter into this Deed and the obligations assumed by it are its legal, valid, binding and enforceable obligations
subject to laws affecting creditors' rights generally.


 




    	 	7	 



     


    

 


		7.3	Title



 


The Chargor is the sole legal
and beneficial owners of the Security Assets free of any Security Interest or third party interest of any kind (other than pursuant
to or as permitted by the Bank).


 


		7.4	Security



 


This Deed creates the various
forms of security it purports to create and is not liable to be avoided or otherwise set aside on the liquidation or administration
of the Chargor, or otherwise.


 


		7.5	Land



 


All Land beneficially owned
by a Chargor on the date of this Deed is described in Schedule 1 (Security Assets) or has been designated as an Excluded
Asset and any Land acquired after the date of this Deed has been notified to the Bank in a Notice of Security Asset delivered by
the Chargor and accepted by the Bank.


 


		7.6	Shares



 


		(a)	All Shares beneficially owned by the Chargor on the date of this Deed are described in Schedule
1 (Security Assets) or have been designated as Excluded Assets and any Shares acquired after the date of this Deed have
been notified to the Bank in a Notice of Security Asset delivered by the Chargor and accepted by the Bank.



 


		(b)	All of the Shares (if any) and, to the extent applicable, all Investments are fully paid.



 


		7.7	Specified Intellectual Property



 


The details of the Specified
Intellectual Property Rights (if any) appearing or referred to in Schedule 1 (Security Assets) or set out in a Notice of
Security Asset:


 


		(a)	are true, accurate, and complete in all material respects; and



 


		(b)	the Chargor is not the owner of any interest in any other registered Intellectual Property Rights
which are not identified in Schedule 1 (Security Assets) or set out in a Notice of Security Asset.



 


		8	Undertakings



 


		8.1	Book debts and receipts



 


The Chargor shall collect and
realise its Book Debts and other monies and receipts and, save to the extent that the Bank otherwise agrees in writing:


 


		(a)	pay the proceeds of any Book Debts into a Charged Account; and



 


		(b)	pending such payment into a Charged Account, hold the proceeds thus realised upon trust for the
Bank.



 


		8.2	Charged Account Arrangements



 


The Chargor shall, promptly
upon the execution of this Deed or, in respect of any Charged Account opened after the date of this Deed, promptly following the
opening of such Charged Account:


 


		(a)	serve notice upon the relevant Account Bank in substantially the form set out in Part I of Schedule 3
(Forms of Notice to Banks and Acknowledgement); and


 




    	 	8	 



     


    

 


		(b)	procure the relevant Account Bank returns the acknowledgement in substantially the form set out
in Part II of Schedule 3 (Forms of Notice to Banks and Acknowledgement) or such other form acceptable to the Bank in
its absolute discretion.



 


		8.3	Operation of Charged Accounts



 


		(a)	The Chargor shall not be entitled to withdraw the whole or any part of any amount standing to the
credit of any Blocked Account and shall not take any action, claim or proceedings against the Bank or any other party for the return
or payment to any person of the whole or any part of any amount standing to the credit of any Blocked Account.



 


		(b)	Prior to this Security becoming enforceable, the Chargor shall be entitled to operate any Charged
Account that is not a Blocked Account.



 


		8.4	Shares and Investments



 


The Chargor covenants that,
at all times during the Security Period:


 


		(a)	if it forms or acquires any Subsidiary after the date of this Deed, it shall promptly notify the
Bank by delivering a Notice of Security Asset;



 


		(b)	as soon as any Shares or Investments are registered in, or transferred into the name of, the Chargor,
or held by any nominee on its behalf it shall deposit with the Bank, in respect of or in connection with those Shares or Investments:



 


		(i)	all stock and share certificates and documents of or evidencing title;



 


		(ii)	signed undated transfers, completed in blank and, if the Bank so requires, pre-stamped; and



 


		(iii)	any other documents which the Bank may from time to time require for perfecting its title, or the
title of any purchaser,



 


in each case
other than in respect of any Shares or Investments that are designated as an Excluded Asset by the Chargor and the Bank.


 


		(c)	it will promptly copy to the Bank, and comply with, all requests for information which is within
its knowledge and which are made under section 793 of the Companies Act 2006 or any similar provision contained in any articles
of association or other constitutional document relating to any of its Shares and Investments in each case other than in respect
of any Shares or Investments that are designated as an Excluded Asset by the Chargor and the Bank;



 


		(d)	it will comply with all other conditions and obligations assumed by it in respect of any of the
Shares and Investments in each case other than in respect of any Shares or Investments that are designated as an Excluded Asset
by the Chargor and the Bank; and



 


		(e)	promptly following receipt, the Chargor shall forward to the Bank copies of all notices, documents
and other communications received in connection with the Shares and Investments in each case other than in respect of any Shares
or Investments that are designated as an Excluded Asset by the Chargor and the Bank.



 


		8.5	Land



 


		(a)	For the duration of the Security Period the Chargor shall deposit with the Bank all deeds and documents
of title relating to its Land, other than any Land that is an Excluded Asset.



 




    	 	9	 



     


    

 


		(b)	The Chargor shall promptly notify the Bank in writing by delivering a Notice of Security Asset
if it:



 


		(i)	intends to acquire any estate or interest in Land; or



 


		(ii)	acquires any estate or interest in Land.



 


		(c)	The Chargor shall promptly give notice in writing to the Bank if:



 


		(i)	it receives any notice under section 146 of the Act; or



 


		(ii)	any proceedings are commenced against it for the forfeiture of any lease of any Land,



 


in each case
other than in respect of any Land that is designated as an Excluded Asset by the Chargor and the Bank.


 


		(d)	If the Chargor acquires any freehold or leasehold property after the date of this Deed that is
not designated as an Excluded Asset by the Chargor and the Bank it shall:



 


		(i)	promptly on request by the Bank and at the cost of the Chargor, execute and deliver to the Bank
a legal mortgage in favour of the Bank of that property in the same form as this Deed (mutatis mutandis);



 


		(ii)	if required by the Bank and if the title to that freehold or leasehold property is registered at
the Land Registry or required to be so registered, give the Land Registry written notice of this Deed; and



 


		(iii)	if applicable, ensure that the provisions of Clause 14.1 (Application to Land Registrar)
are complied with in relation to that legal mortgage.



 


		(e)	If the consent of the landlord in whom the reversion of a lease is vested is required for the Chargor
to execute a legal mortgage over it, the Chargor shall:



 


		(i)	not be required to perform that obligation unless and until it has obtained the landlord's consent;
and



 


		(ii)	use its reasonable endeavours to obtain the landlord's consent.



 


		8.6	Intellectual Property



 


		(a)	Without prejudice to Clause 14 (Further Assurances), the Chargor shall at its own expense
promptly execute any document and do all assurances acts and things as the Bank may require to procure that the security created
by this Deed is recorded as soon as possible by the Bank in each register in each jurisdiction in which any Specified Intellectual
Property is registered.



 


		(b)	Without prejudice to clause 14 (Further Assurances) if after the date of this Deed, the
Chargor (i) proposes to apply to register any Specified Intellectual Property in any register in which it is not already identified
as being registered in or (ii) proposes to apply to register any Intellectual Property Rights not existing on the date of this
Deed, the Chargor shall notify the Bank and, if the Bank so requires and promptly notifies the Chargor, the Chargor shall ensure
that application is made for the security created by this Deed to be recorded, and that any such security is recorded, at the same
time as the application or registration (as the case may be) of such Intellectual Property Rights.



 


		(c)	The Chargor shall use its best endeavours to procure any third party consents which may be necessary
to complete or to perfect the security intended to be created over the Intellectual Property Rights pursuant to this Deed.



 




    	 	10	 



     


    

 


		(d)	The Chargor will promptly notify the Bank in writing upon becoming aware of any circumstances which
would make any of the representations in Clause 7.7 (Specified Intellectual Property) inaccurate or misleading in any material
respect if those representations were then to be repeated.



 


		9	Shares and Investments



 


		9.1	Prior to Enforcement Event



 


Before this Security is enforceable
the Chargor:


 


		(a)	shall pay all monies arising from the Distribution Rights relating to the Shares and Investments
into a Charged Account; and



 


		(b)	may exercise any voting and other rights and powers attached to the Shares and Investments that
may be exercised by the Chargor.



 


		9.2	After an Enforcement Event



 


After this Security is enforceable
the Chargor all monies arising from the Distribution Rights relating to the Shares and Investments shall be paid into a Blocked
Account and the Chargor must promptly pay over to the Bank all monies arising from the Distribution Rights relating to the Shares
and Investments which it may receive, and the Chargor must exercise all voting and other rights and powers attached to the Shares
and Investments in any manner which the Bank may direct.


 


		10	Enforcement



 


		10.1	When Security becomes enforceable



 


This Security shall become
enforceable if an Enforcement Event occurs.


 


		10.2	Powers on enforcement



 


At any time after the Security
Interests created by a Chargor under this Deed has become enforceable, the Bank may (without prejudice to any other of its rights
and remedies and without notice to any Chargor) do all or any of the following:


 


		(a)	serve notice upon any bank at which an Other Account is open, terminating the Chargor's right to
operate such Other Account;



 


		(b)	exercise all the powers and rights conferred on mortgagees by the Act, as varied and extended by
this Deed, without the restrictions contained in sections 103 or 109(1) of the Act;



 


		(c)	exercise the power of leasing, letting, entering into agreements for leases or lettings or accepting
or agreeing to accept surrenders of leases in relation to any Security Asset, without the restrictions imposed by sections 99 and
100 of the Act;



 


		(d)	to the extent that any Security Asset constitutes Financial Collateral, as defined in the Regulations,
appropriate it and transfer the title in and to it to the Bank insofar as not already transferred, subject to paragraphs (1) and
(2) of Regulation 18;



 


		(e)	subject to Clause 11.1 (Method of appointment and removal), appoint one or more persons
to be a Receiver or Receivers of all or any of the Security Assets; and



 


		(f)	appoint an administrator of any Chargor.


 




    	 	11	 



     


    

 


		10.3	Disposal of the Security Assets



 


In exercising the powers referred
to in Clause 10.2 (Powers on enforcement), the Bank or any Receiver may sell or dispose of all or any of the Security Assets
at the times, in the manner and order, on the terms and conditions and for the consideration determined by it.


 


		10.4	Application of moneys



 


		(a)	The Bank or any Receiver shall apply moneys received by them under this Deed after the Security
Interests created under this Deed have become enforceable in the following order:



 


		(i)	first, in or towards the payment pro rata of, or the provision pro rata for, any unpaid costs and
expenses of Bank and any Receiver under this Deed;



 


		(ii)	secondly, in or towards the payment pro rata of, or the provision pro rata for, any unpaid fees,
commission or remuneration of the Bank and any Receiver;



 


		(iii)	fourthly, in or towards the discharge of the Secured Liabilities; and



 


		(iv)	fifthly, in the payment of any surplus to the Chargor or other person entitled to it,



 


and section 109(8) of the Act
shall not apply.


 


		(b)	Clause 10.4(a) will override any appropriation made by a Chargor.



 


		11	Appointment and powers of Receivers



 


		11.1	Method of appointment and removal



 


		(a)	The Bank may not appoint a Receiver by reason only of a moratorium being obtained, or anything
being done with a view to a moratorium being obtained, under section 1A of the Insolvency Act 1986.



 


		(b)	Every appointment or removal of a Receiver, of any delegate or of any other person by the Bank
pursuant to this Deed may be made in writing under the hand of any officer or manager of the Bank (subject to any requirement for
a court order in the removal of an administrative receiver).



 


		11.2	Powers of Receiver



 


Every Receiver shall have all
the powers:


 


		(a)	of the Bank under this Deed;



 


		(b)	conferred by the Act on mortgagees in possession and on receivers appointed under the Act;



 


		(c)	in relation to, and to the extent applicable to, the Security Assets or any of them, the powers
specified in Schedule 1 of the Insolvency Act 1986 (whether or not the Receiver is an administrative receiver within the meaning
of that Act); and



 


		(d)	in relation to any Security Asset, which he would have if he were its only beneficial owner.



 


		11.3	Joint or several



 


If two or more persons are
appointed as Receivers of the same assets, they may act jointly and/or severally so that (unless any instrument appointing them
specifies to the contrary) each of them may exercise individually all the powers and discretions conferred on Receivers by this
Deed.


 





    	 	12	 



     


    

 


		11.4	Receiver as agent



 


Every Receiver shall be the
agent of the relevant Chargor which shall be solely responsible for his acts and defaults and for the payment of his remuneration.


 


		11.5	Receiver's remuneration



 


Every Receiver shall be entitled
to remuneration for his services at a rate to be fixed by agreement between him and the Bank, and the maximum rate specified in
section 109(6) of the Act shall not apply.


 


		11.6	Delegation



 


		(a)	The Bank and any Receiver may, for the time being and from time to time, delegate by power of attorney
or in any other manner (including, without limitation, under the hand of any manager of the Bank) to any person any right, power
or discretion exercisable by the Bank or such Receiver (as the case may be) under this Deed.



 


		(b)	Any such delegation may be made upon the terms (including, without limitation, power to sub delegate)
and subject to any regulations which the Bank or such Receiver (as the case may be) may think fit.



 


		(c)	Neither the Bank nor any Receiver will be in any way liable or responsible to any Chargor for any
loss or liability arising from any act, default, omission or misconduct on the part of any such delegate or sub delegate who shall
be entitled to all the indemnities to which his appointor is entitled under this Deed.



 


		12	Protection of purchasers



 


No purchaser or other person
dealing with the Bank or any Receiver shall be bound or concerned:


 


		(a)	to see or enquire whether the right of the Bank or any Receiver to exercise any of the powers conferred
by this Deed has arisen or not;



 


		(b)	with the propriety of the exercise or purported exercise of those powers; or



 


		(c)	with the application of any moneys paid to the Bank, to any Receiver or to any other person.



 


		13	Protection of the Secured Parties and Receivers



 


		13.1	Exclusion of liability



 


None of the Bank, any Receiver
nor any of their respective officers or employees shall have any responsibility or liability:


 


		(a)	for any action taken, or any failure to take any action, in relation to all or any of the Security
Assets;



 


		(b)	to account as mortgagee in possession or for any loss upon realisation of any Security Asset;



 


		(c)	for any loss resulting from any fluctuation in exchange rates in connection with any purchase of
currencies; or


 




    	 	13	 



     


    

 


		(d)	for the loss or destruction of, or damage to, any of the Security Assets, or to any documents of
or evidencing title to them, which are in the possession or held to the order of any such person (and which will be held by such
persons at the expense and risk of the Chargors); or



 


		(e)	for any other default or omission in relation to all or any of the Security Assets for which a
mortgagee in possession might be liable,



 


except in the case of gross
negligence or wilful misconduct on the part of that person.


 


		13.2	General indemnity



 


The Chargor shall indemnify
the Bank, any Receiver and their respective officers and employees against all actions, proceedings, demands, claims, costs, expenses,
and other liabilities incurred by them in respect of all or any of the following:


 


		(a)	any act or omission by any of them in relation to all or any of the Security Assets;



 


		(b)	any payment relating to or in respect of all or any of the Security Assets which is made at any
time by any of them;



 


		(c)	any stamp, registration or similar tax or duty which becomes payable in connection with the entry
into, or the performance or enforcement of, this Deed;



 


		(d)	carrying out or purporting to carry out any of the rights, powers and discretions conferred on
them by or permitted under this Deed; and



 


		(e)	any breach by the Chargor of any of its covenants or other obligations to the Bank,



 


except in the case of gross
negligence or wilful misconduct on the part of that person.


 


		13.3	Indemnity out of the Security Assets



 


The Bank, any Receiver and
their respective officers and employees shall be entitled to be indemnified out of the Security Assets in respect of the actions,
proceedings, demands, claims, costs, expenses and liabilities referred to in Clause 13.2 (General indemnity).


 


		13.4	Enforcement Expenses



 


Immediately
upon demand, each Chargor shall pay all other costs and expenses (including legal fees and VAT) incurred from time to time in connection
with the enforcement of or preservation of rights under this Deed by the Bank, or Bank, attorney, manager, agent or other person
appointed by the Bank under this Deed or by statute, and keep each of them indemnified against any failure or delay in paying the
same.


 


		14	Further Assurances



 


		14.1	Application to Land Registrar



 


Each Chargor consents to the
registration against the registered titles specified in Schedule 2 (Land charged by way of legal
mortgage) of:


 




    	 	14	 



     


    

 


		(a)	a restriction in the following terms:



 


"No disposition of the
registered estate by the proprietor of the registered estate [or by the proprietor of any registered charge] is to be registered
without a written consent signed by the proprietor for the time being of the debenture dated **                             [date of debenture] in favour of
Bank (as agent and trustee for the Secured Parties referred to in that debenture) referred to in the charges register or, if appropriate,
signed on such proprietor’s behalf by an authorised signatory of Bank (Form P)"; and


 


		(b)	a notice that the Bank is under an obligation to make further advances on the terms and subject
to the conditions of the relevant Secured Liabilities.



 


		14.2	Further action



 


Each Chargor shall, at its
own expense, promptly take any action and sign or execute any further documents which the Bank may require in order to:


 


		(a)	give effect to the requirements of this Deed;



 


		(b)	protect, preserve and perfect the Security Interests intended to be created by or pursuant to this
Deed;



 


		(c)	protect and preserve the ranking of the Security Interests intended to be created by or pursuant
to this Deed with any other Security Interest over any assets of any Chargor; or



 


		(d)	facilitate the realisation of all or any of the Security Assets or the exercise of any rights,
powers and discretions conferred on the Bank, any Receiver or any administrator in connection with all or any of the Security Assets,



 


and any such document may (i)
disapply section 93 of the Act and (ii) contain an assignment to the Bank of the Book Debts in any manner reasonably required by
the Bank.


 


		14.3	Deposit of documents



 


Each Chargor covenants that,
on the date of this Deed and at all times during the Security Period as soon as it receives them (and in any event as soon as the
Bank so requests), it shall deposit with the Bank, in respect of or in connection with the Security Assets:


 


		(a)	all deeds, certificates and other documents of or evidencing title;



 


		(b)	in respect of Shares and Investments mortgaged under Clause 3.2 (Shares) and 3.3 (Investments)
respectively, signed undated transfers, completed in blank and, if the Bank so requires, pre-stamped; and



 


		(c)	any other documents which the Bank may from time to time require for perfecting its title, or the
title of any purchaser,



 


all of which will be held by
the Bank at the expense and risk of the relevant Chargor.


 


		14.4	Law of Property (Miscellaneous Provisions) Act 1994



 


The covenant set out in section
2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 shall extend to the provisions set out in this Clause 14 (Further
Assurances).


 


		15	Power of Attorney



 


		15.1	Appointment



 


Each Chargor irrevocably and
by way of security appoints each of:


 


		(a)	the Bank;



 





    	 	15	 



     


    

 


		(b)	any delegate or sub-delegate of, or other person nominated in writing by, an officer of the Bank;
and



 


		(c)	any Receiver,



 


jointly and severally as that
Chargor's attorney, in that Chargor's name, on its behalf and in such manner as the attorney may in its or his absolute discretion
think fit following the occurrence of an Event of Default or following the failure by that Chargor to comply with a request from
the Bank in accordance with the terms of this Deed, to take any action and sign or execute any further documents which that Chargor
is required to take, sign or execute in accordance with this Deed.


 


		15.2	Ratification



 


Each Chargor agrees, promptly
on the request of the Bank or any Receiver, to ratify and confirm all such actions taken and documents signed or executed.


 


		16	Preservation of Security



 


		16.1	Reinstatement



 


If any payment by a Chargor
or any discharge given by the Bank (whether in respect of the obligations of any Chargor or any security for those obligations
or otherwise) is avoided or reduced as a result of insolvency or any similar event:


 


		(a)	the liability of each Chargor shall continue as if the payment, discharge, avoidance or reduction
had not occurred; and



 


		(b)	the Bank shall be entitled to recover the value or amount of that security or payment from each
Chargor, as if the payment, discharge, avoidance or reduction had not occurred.



 


		16.2	Waiver of defences



 


The obligations of each Chargor
under this Deed will not be affected by an act, omission, matter or thing which, but for this Clause 16.2 (Waiver of defences),
would reduce, release or prejudice any of its obligations under this Deed (without limitation and whether or not known to it or
the Bank) including:


 


		(a)	any time, waiver or consent granted to, or composition with, any Chargor or other person;



 


		(b)	the release of any other Chargor or any other person under the terms of any composition or arrangement
with any creditor of any Chargor or any other person;



 


		(c)	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 Chargor or any other person or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any
security;



 


		(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of any Chargor or any other person;



 


		(e)	any amendment (however fundamental) or replacement of a Finance Document or any other document
or security;



 


		(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document or any other document or security; or



 




    	 	16	 



     


    

 


		(g)	any insolvency or similar proceedings.



 


		16.3	Chargor intent



 


Without prejudice to the generality
of Clause 16.2 (Waiver of defences), each Chargor expressly confirms that it intends that the security created by this Deed
shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance
Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection
with any of the following:


 


		(a)	acquisitions of any nature;



 


		(b)	increasing working capital;



 


		(c)	enabling investor distributions to be made;



 


		(d)	carrying out restructurings;



 


		(e)	refinancing existing facilities;



 


		(f)	refinancing any other indebtedness;



 


		(g)	making facilities available to new borrowers;



 


		(h)	any other variation or extension of the purposes for which any such facility or amount might be
made available from time to time; and



 


		(i)	any fees, costs and/or expenses associated with any of the foregoing.



 


		16.4	Immediate recourse



 


Each Chargor waives any right
it may have of first requiring the Bank to proceed against or enforce any other rights or security or claim payment from any person
before enforcing the security constituted by this Deed. This waiver applies irrespective of any law or any provision of a Finance
Document to the contrary.


 


		16.5	Appropriations



 


Until the expiry of the Security
Period, the Bank may:


 


		(a)	refrain from applying or enforcing any other monies, security or rights held or received by the
Bank in respect of the Secured Liabilities, or apply and enforce the same in such manner and order as it sees fit (whether against
the Secured Liabilities or otherwise) and no Chargor shall be entitled to the benefit of the same; and



 


		(b)	hold in an interest-bearing suspense account any monies received from any Chargor or on account
of any Chargor's liability in respect of the Secured Liabilities.



 


		16.6	Deferral of Chargors' rights



 


Until the expiry of the Security
Period, and unless the Bank otherwise directs, no Chargor will exercise any rights which it may have by reason of performance by
it of its obligations under the Finance Documents:


 


		(a)	to be indemnified by any other Chargor;



 


		(b)	to claim any contribution from any other guarantor of any Chargor’s obligations under the
Finance Documents; and/or


 




    	 	17	 



     


    

 


		(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
of the Bank 's rights under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with,
the Finance Documents by the Bank.



 


		16.7	Additional Security



 


This Deed is in addition to,
is not in any way prejudiced by and shall not merge with any contractual right or remedy or other Security Interest now or in the
future held by or available to any Secured Party.


 


		16.8	New Accounts



 


If a Secured Party receives
notice (actual or otherwise) of any subsequent Security Interest over or affecting all or any of the Security Assets it may open
a new account or accounts with any Chargor and, if it does not do so, it shall nevertheless be treated as if it had done so at
the time when it received or was deemed to have received notice of that subsequent Security Interest, and as from that time all
payments made by the relevant Chargor to that Secured Party:


 


		(a)	shall be credited or be treated as having been credited to the new account of that Chargor; and



 


		(b)	shall not operate to reduce the Secured Liabilities at the time when the that Secured Party received
or was deemed to have received such notice.



 


		17	Notices



 


		17.1	Delivery and Receipt



 


		(a)	Any communications to be made under or in connection with this Deed shall be made in writing, may
be made by letter or facsimile and shall be deemed to be given as follows:



 


		(i)	if by way of letter, when it has been left at the relevant address or two Business Days after being
deposited in the post with postage prepaid in an envelope addressed to it at that address; and



 


		(ii)	if by facsimile, when received in legible form,



 


save that any notice delivered
or received on a non Business Day or after business hours shall be deemed to be given on the next Business Day at the place of
delivery or receipt.


 


		(b)	Any communication or document made or delivered to the Company in accordance with this Clause 17.1
(Delivery and Receipt) will be deemed to have been made or delivered to each of the Chargors.



 


		17.2	Company’s Address



 


The Company's and each other
Chargor's address and facsimile number for notices are:


 


[address]


 


	Fax no:	[                   ]
	 	 
	Attention:	[                   ]


 


or such as the Company may
notify to the Bank by not less than 10 days' notice.


 




    	 	18	 



     


    

 


		17.3	Bank’s Address



 


The Bank's address and facsimile
number for notices are:


 


[          ]


 


	Fax No:	[●]
	Attention:	[●]


 


or such as the Bank may notify
to the Company by not less than 10 days' notice.


 


		18	Miscellaneous Provisions



 


		18.1	Tacking



 


For the purposes of section
94(1) of the Act and section 49(3) of the Land Registration Act 2002 the Bank confirms that it will make further advances to the
Borrowers on the terms and subject to the conditions that the relevant Secured Liabilities are made available.


 


		18.2	Separate Charges



 


This Deed shall, in relation
to each Chargor, be read and construed as if it were a separate Deed relating to such Chargor to the intent that if any Security
Interest created by any other Chargor in this Deed shall be invalid or liable to be set aside for any reason, this shall not affect
any Security Interest created under this Deed by such first Chargor.


 


		18.3	Invalidity



 


If, at any time, any provision
of this Deed is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired.


 


		18.4	Rights and Remedies



 


The rights of the Bank under
this Deed are cumulative, may be exercised as often as considered appropriate and are in addition to the general law. Such rights
(whether arising hereunder or under the general law) shall not be capable of being waived or varied otherwise than by an express
waiver or variation in writing and, in particular, any failure to exercise or delay in exercising any of such rights shall not
operate as a waiver or variation of that or any other such right, any defective or partial exercise of any such rights shall not
preclude any other or further exercise of that or any other such right, and no act or course of conduct or negotiation by the Bank
or on its behalf shall in any way preclude it from exercising any such right or constitute a suspension or any variation of any
such right.


 


		19	Release



 


		19.1	Expiry of Security Period



 


		(a)	Upon the expiry of the Security Period (but not otherwise), the Bank shall, at the request and
cost of the Chargor, take whatever action is necessary to release the Security Assets from the security constituted by this Deed
and/or reassign the benefit of the Security Assets to the Chargor.



 


		(b)	Section 93 of the Act shall not apply to this Deed.



 




    	 	19	 



     


    

 


		20	Governing Law and Jurisdiction



 


		20.1	Governing Law



 


English law governs this Deed,
its interpretation and any non-contractual obligations arising from or connected with it.


 


		20.2	Jurisdiction



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Deed (including a dispute regarding the existence, validity or termination of this Deed) (a Dispute).



 


		(b)	The parties agree that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.



 


		(c)	This Clause 19.2 (Jurisdiction) is for the benefit
of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, a Secured Party may take concurrent proceedings in any number
of jurisdictions.



 


This Deed has been entered into as a
deed on the date stated at the beginning of this Deed.


 




    	 	20	 



     


    

 


Schedule 1

The Security Assets





 


Charged Account(s)


 


EUR [●]


 


GBP [●]


 


USD [●]


 




    	 	21	 



     


    

 


Schedule 2

Forms of Notice to Banks and Acknowledgement


 


Part
I - Blocked Account Notice


 


[On Headed Notepaper of relevant Chargor]


 


[Date]


 


[Bank]


 


[Branch]


 


Attention:     [            ]


 


Dear Sirs,


 


		1	We hereby give you notice that by debenture dated [●], we have charged to [ ] (the Bank)
by way of first fixed charge all our rights, title, interest and benefit in and to the following account(s) held with yourselves
and all amounts standing to the credit of such account from time to time:



 


Account No. [●], sort
code [●]


 


Account No. [●], sort
code [●]


 


[Repeat as necessary]


 


(the Blocked Account(s)).


 


		2	Please acknowledge receipt of this letter by returning a copy of the attached letter on your own
headed notepaper with a receipted copy of this notice forthwith, to the Bank at [ ], Attention: [●].



 


	Yours faithfully	 
	 	 
	 	 
	for and on behalf of	 
	[the relevant Chargor]	 


 


-


 




    	 	22	 



     


    

 


Part
II - Blocked Account Acknowledgement


 


[On the Headed Notepaper of Bank]


 


[Date]


 


[Address of Bank]


 


Attention:    [●]


 


Dear Sirs,


 


[Name of Chargor] (Company)


 


		1	We refer to the notice, received today from the Company with respect to the fixed charge which
it has granted to the Bank over the Blocked Account(s) (the Notice).



 


		2	Terms not defined in this letter shall have the meanings given to them in the Notice.



 


		3	We hereby acknowledge that the Company has charged to the Bank by way of a first fixed charge all
of its rights, title, interest and benefit in and to the Blocked Account.



 


		4	We hereby irrevocably undertake to you that until receipt by us of notice from you confirming that
you no longer have any interest in the Blocked Account we shall:



 


		(a)	not exercise any right of combination, 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 monies from time to time standing or accruing to the credit
of the Blocked Account save for fees and charges payable to us for the operation of the Blocked Account;



 


		(b)	promptly notify you of any renewal, renumbering or redesignation of any and all of the Blocked
Account;



 


		(c)	promptly send to you copies with respect to all the Blocked Account of all statements and, if requested
by you, copies of all credits, debits and notices given or made by us in connection with such account;



 


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



 


		(e)	comply with all instructions received by us from you from time to time with respect to the conduct
of the Blocked Account provided that such instructions are given in accordance with the terms of this letter;



 


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



 


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



 




    	 	23	 



     


    

 


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



 


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



 


		(g)	to the extent that an instruction is given which would in our opinion cause the Blocked Account
to become overdrawn, transfer the outstanding balance in the account;



 


		(h)	[(subject to paragraph 4(h) below) effect the following transaction on a daily basis unless we
receive written notice to the contrary in accordance with paragraph 4(f) above: the cleared balance of the Blocked Account will
be transferred into the account at [Bank] account number [●], being an account in your name designated the [the relevant
Borrower] Loan Account attn. [●]];]



 


		(i)	not be obliged to comply with any instructions received from you or undertake the transactions
set out in paragraph 4(g)) where:



 


		(i)	due to circumstances not within our direct control we are unable to comply with such instructions;
and



 


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



 


and in each case we shall give
notice thereof to the Company and the Bank as well as reasons why we cannot comply with such instructions; and


 


		(j)	not be responsible for any loss caused to you or to the Company in the event that we are unable
to comply with any instructions due to circumstances set out in paragraph 4(h), and in any event, we shall not be liable for any
consequential, special, secondary or indirect loss of or damage to goodwill, profits or anticipated savings (however caused).



 


		5	You acknowledge that we are obliged to comply with the terms of this letter and that we have no
notice of the particulars of the charge granted to you by the Company other than as set out in the Notice and this letter. You
further acknowledge that subject to the terms of this letter we shall not be liable to you in any respect if the Company operates
the Blocked Account in breach of any agreement entered into by the Company with you.



 


		6	We note that, for the purposes of this letter, all notices, copy notices, advices and correspondence
to be delivered to you shall be effectively delivered if sent by facsimile to you at number [●] or by post at the address
at the top of this letter, in both cases marked for the attention of the [●].



 


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


 


	Yours faithfully	 
	 	 
	 	 
	for and on behalf of	 
	[Bank]	 


 


We hereby acknowledge and accept the terms
of this letter


 


	 	 
	 	 
	for and on behalf of	 
	[         ]	 


 




    	 	24	 



     


    

 


Part
III - Other Accounts Notice


 


[On Headed Notepaper of relevant Chargor]


 


[Date]


 


[Bank]


 


[Branch]


 


Attention:    [         ]


 


Dear Sirs,


 


		1	We hereby give you notice that by a debenture dated [●], we have charged to [ ] (the Bank)
all our rights, title, interest and benefit in and to the following account(s) held with yourselves and all amounts standing to
the credit of such account from time to time:



 


Account No. [●], sort
code [●]


 


Account No. [●], sort
code [●]


 


[Repeat as necessary]


 


(the Charged Account(s)).


 


		2	Please acknowledge receipt of this letter by returning a copy of the attached letter on your own
headed notepaper with a receipted copy of this notice forthwith, to the Bank at [ ], Attention: [●].



 


	Yours faithfully	 
	 	 
	 	 
	for and on behalf of	 
	[the relevant Chargor]	 


 




    	 	25	 



     


    

 


Part
IV - Other Accounts Acknowledgement


 


[On the Headed Notepaper of Bank]


 


[Date]


 


[Address of Bank]


 


Attention: [●]


 


Dear Sirs,


 


[Name of Chargor] (Company)


 


		1	We refer to the notice, received today from the Company with respect to the charge which it has
granted to you over the Charged Accounts (the Notice).



 


		2	Terms not defined in this letter shall have the meanings given to them in the Notice.



 


		3	We hereby acknowledge that the Company has charged to you all of its rights, title, interest and
benefit in and to the Charged Accounts.



 


		4	We hereby irrevocably undertake to you that until receipt by us of notice from you confirming that
you no longer have any interest in the Charged Accounts we shall:



 


		(a)	not exercise any right of combination, 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 monies from time to time standing or accruing to the credit
of the Charged Accounts save for fees and charges payable to us for the operation of the Charged Accounts;



 


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



 


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



 


		(d)	permit or effect any withdrawal or transfer from the Charged Accounts in accordance with the Chargor's
mandate with us until we receive notice from you terminating the Chargor's right to operate the Charged Accounts;



 


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



 


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



 


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



 


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



 




    	 	26	 



     


    

 


		(iii)	to the extent that an instruction is given which would in our opinion cause any Charged Account
to become overdrawn we will transfer the cleared balance in the account.



 


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



 


		(i)	due to circumstances not within our direct control we are unable to comply with such instructions;
and



 


		(ii)	that to comply with such instructions will breach a Court Order or be contrary to applicable law;



 


and in each case we shall give
notice thereof to you and the Company as well as reasons why we cannot comply with such instructions;


 


		(h)	in the event that we are unable to comply with any instructions due to circumstances set out in
paragraph (g) we shall not be responsible for any loss caused to you or to the Company and in any event we shall not be liable
for any consequential, special, secondary or indirect loss of or damage to goodwill, profits or anticipated savings (however caused);
and



 


		(i)	you acknowledge that we are obliged to comply with the terms of this letter and that we have no
notice of the particulars of the charge granted to you by the Company other than as set out in the Notice and this letter. You
further acknowledge that subject to the terms of this letter we shall not be liable to you in any respect if the Company operates
the Charged Accounts in breach of any agreement entered into by the Chargor with you.



 


		5	We are irrevocably authorised by you to follow any instructions received from you in relation to
the Charged Accounts from any person that we reasonably believe is an authorised officer of the Bank, without further inquiry as
to the Bank's right or authority to give such instructions and we shall be fully protected in acting in accordance with such instructions.



 


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


 


	Yours faithfully	 
	 	 
	 	 
	 	 
	for and on behalf of	 
	[Bank]	 


 


We hereby acknowledge and accept the terms
of this letter


 


	 	 
	for and on behalf of	 
	[Bank]	 


 




    	 	27	 



     


    

 


Signatories


 


The Chargors


 


	Executed as a deed by	)
	l	)
	acting by a Director in the presence of:	)


 


	Signature of witness:	 
	 	 
	Name of witness:	 
	 	 
	Address:	 
	 	 
	 	 


 


The Bank


 


WELLS FARGO BANK N.A., LONDON BRANCH


 


By:


 


Name:


 


Title:


 




    	 	28