EX-10.2






	 
	EXECUTION VERSION

	SECURITY DEED

	DATED 15 August, 2014

	between

SEAMAP PTE LTD

as Chargor

- and –

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED







as Lender






1






CONTENTS




Clause Page




	1.	 	Interpretation






	2.	 	Creation of Security






	3.	 	Continuing Security






	4.	 	Representations — general






	5.	 	Restrictions on dealings






	6.	 	Land






	7.	 	Investments






	8.	 	Intellectual Property






	9.	 	Accounts






	10.	 	Insurances






	11.	 	Relevant contracts






	12.	 	When Security becomes enforceable






	13.	 	Enforcement of Security






	14.	 	Receiver






	15.	 	Powers of Receiver






	16.	 	Application of proceeds






	17.	 	Expenses and indemnity






	18.	 	Delegation






	19.	 	Further assurances






	20.	 	Power of attorney






	21.	 	Waiver, remedies cumulative






	22.	 	Severability






	23.	 	Disclosure of information






	24.	 	Miscellaneous






	25.	 	Release






	26.	 	Changes to the parties






	27.	 	Evidence and calculations






	28.	 	Set Off






	29.	 	Notice






	30.	 	Jurisdiction






	31.	 	Waiver Of Immunity






	32.	 	Governing Law





Schedules




	1.	 	Schedule 1	 






	2.	 	Schedule 2	 





SIGNATORIES



	 
	THIS DEED is dated 15 August, 2014.

BETWEEN:








	(1)	 	SEAMAP PTE LTD (Company registration number 198703191M) (the Chargor); and






	(2)	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (the Lender).





BACKGROUND:




(A) By a facilities agreement dated August 15,2014 and made between (i) the Chargor as
borrower (the Borrower), (ii) Mitcham Industries, Inc as guarantor, and (iii) the Lender, it
was agreed that the Lender would make available to the Borrower credit facilities of up to
US$15,000,000 upon the terms and subject to the conditions set out therein.




(B) It is one of the conditions precedent to the availability of the facilities under
the Facilities Agreement that the Chargor enters into this Deed as security for the Secured
Liabilities.



NOW THIS DEED WITNESSES as follows:




	1.	 	INTERPRETATION





	 	 	 
	1.1	 	Definitions
	
 
	 	In this Deed:
	
 
	 	Act means the Conveyancing and Law of Property Act, Chapter 61 of Singapore.







Excluded Credit Balances means all sums which have been or may from time to time be
deposited by the Chargor with DBS Bank Ltd. whether in Singapore Dollars or other
currency(ies) under any fixed deposit, time deposit or other similar account (s) which the
Chargor may open with DBS Bank Ltd. (which expression shall include any sum(s) which are
from time to time deposited by the Chargor with DBS Bank Ltd. in any such fixed deposit,
time deposit or other account (s) whether in the same or any other currency and whether in
addition to or by way of renewal of or replacement for any sums or part thereof previously
deposited or otherwise, together with all interest accruing from time to time in respect of
it or them of any part of any such sum(s) or interest, but only to the extent such sums are
subject to a security interest in the favour of DBS Bank Ltd.




Facilities Agreement means the facilities agreement referred to in Recital (A).




Party means a party to this Deed.




Receiver means a receiver and manager or a receiver, in each case, appointed under this
Deed.




Secured Liabilities means :-




	 	(a)	 	all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity whatsoever)
of:-






	 	(i)	 	the Chargor to the Lender (including without limitation, the
obligations and liabilities under the Finance Documents and the Facilities);






	 	(ii)	 	each Obligor (other than the Chargor) to the Lender under the
Finance Documents to which such Obligor is a party; and






	 	(b)	 	all costs and expenses (including all goods and services, value added and other
duties or taxes payable in such costs and expenses) incurred by the Lender in
connection with the enforcement of, or the preservation of, its rights against the
Obligors under the Finance Documents.






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




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.




	1.2	 	Construction






	(a)	 	Capitalised terms defined in the Facilities Agreement have, unless expressly defined in this
Deed, the same meaning in this Deed.






	(b)	 	The provisions of clause 1.2 (Construction) of the Facilities Agreement apply to this Deed as
though they were set out in full in this Deed except that references to the Facilities
Agreement are to be construed as references to this Deed.






	(c)	 	The term Secured Liabilities includes liabilities which would be treated as such but for the
liquidation, dissolution or judicial management of, or similar event affecting an Obligor.





	 	 	 	 	 
	(a)
	 	(i)

(ii)
	 	The term Finance Document includes all amendments and supplements including supplements providing for further

advances; and

the term this Security means any security created by this Deed.








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






	(f)	 	If the Lender considers that an amount paid under a Finance Document is capable of being
avoided or otherwise set aside on the liquidation or judicial management of the payer or
otherwise, then that amount will not be considered to have been irrevocably paid for the
purposes of this Deed.






	(g)	 	Unless the context otherwise requires, a reference to a Security Asset includes the proceeds
of sale of that Security Asset.






	(h)	 	A person who is not a party to this Deed may not enforce any of its terms under the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore, and notwithstanding any term of this
Deed, the consent of any third party is not required for any variation (including any release
or compromise of any liability) or termination of this Deed.






	2.	 	CREATION OF SECURITY






	2.1	 	General






	(a)	 	All the security created under this Deed:






	 	(i)	 	is created by the Chargor as sole legal and beneficial owner of the Security
Assets;






	 	(ii)	 	is created in favour of the Lender;






	 	(iii)	 	is created over present and future assets of the Chargor other than the
Excluded Credit Balances; and






	 	(iv)	 	is security for the payment of all the Secured Liabilities.






	(b)	 	If the rights of the Chargor under a document cannot be secured without the consent of a
party to that document:






	 	(i)	 	the Chargor must notify the Lender promptly;






	 	(ii)	 	this Security will secure all amounts which the Chargor may receive, or has
received, under that document but exclude the document itself; and






	 	(iii)	 	unless the Lender otherwise requires, the Chargor must use reasonable
endeavours to obtain the consent of the relevant party to that document being secured
under this Deed.






	2.2	 	Land






	(a)	 	The Chargor charges:






	 	(i)	 	by way of a first legal mortgage all estates or interests in any freehold or
leasehold property now owned by it; and






	 	(ii)	 	(to the extent that they are not the subject of a mortgage under
sub-paragraph (i) above) by way of first fixed charge all estates or interests in any
freehold or leasehold property.






	(b)	 	A reference in this Subclause to a mortgage or charge of any freehold or leasehold property
includes:






	 	(i)	 	all buildings, fixtures, fittings and fixed plant and machinery on that
property; and






	 	(ii)	 	the benefit of any covenants for title given or entered into by any predecessor
in title of the Chargor in respect of that property or any moneys paid or payable in
respect of those covenants.






	2.3	 	Investments






	(a)	 	The Chargor charges:






	 	(i)	 	by way of a first legal mortgage all shares in any member of the Group (other
than itself) owned by it or held by any nominee on its behalf; and






	 	(ii)	 	(to the extent that they are not the subject of a mortgage under
sub-paragraph (i) above) by way of a first fixed charge its interest in all shares,
stocks, debentures, bonds or other securities and investments owned by it or held by
any nominee on its behalf.






	(b)	 	A reference in this Subclause to a mortgage or charge of any stock, share, debenture, bond or
other security includes:






	 	(i)	 	any dividend or interest paid or payable in relation to it; and






	 	(ii)	 	any right, money or property accruing or offered at any time in relation to it
by way of redemption, substitution, exchange, bonus or preference, under option rights
or otherwise.






	2.4	 	Plant and machinery






The Chargor charges by way of a first fixed charge all plant and machinery owned by it
and its interest in any plant or machinery in its possession.




	2.5	 	Credit balances






The Chargor charges by way of a first fixed charge all of its rights in respect of any
amount standing to the credit of any account (including any account contemplated by this
Deed) it has with any person and the debt represented by it, other than the Excluded Credit
Balances.



	 	 	 
	2.6	 	Book debts etc.
	 	 	The Chargor charges by way of a first fixed charge:








	 	(a)	 	all of its book and other debts;






	 	(b)	 	all other moneys due and owing to it; and






	 	(c)	 	the benefit of all rights, securities or guarantees of any nature enjoyed or
held by it in relation to any item under paragraph (a) or (b) above,





	 	 	 	 	 
	 	2.7	 	 	other than the Excluded Credit Balances.

Insurances








The Chargor assigns absolutely, subject to a proviso for re-assignment on redemption,
all of its rights in respect of any contract or policy of insurance taken out by it or on
its behalf or in which it has an interest.




	2.8	 	Other contracts






The Chargor assigns absolutely, subject to a proviso for re-assignment on redemption,
all of its rights in respect of:




	 	(a)	 	any agreement to which it is a party except to the extent that it is subject to
any fixed security created under any other term of this Clause;






	 	(b)	 	any letter of credit issued in its favour; and






	 	(c)	 	any bill of exchange or other negotiable instrument held by it.






	2.9	 	Intellectual property





The Chargor charges by way of a first fixed charge, all of its rights in respect of:




	 	(a)	 	any know-how, patent, trade mark, service mark, design, business name,
topographical or similar right;






	 	(b)	 	any copyright or other intellectual property monopoly right; and






	 	(c)	 	any interest (including by way of licence) in any of the above,





	 	 	 	 	 
	 	2.10	 	 	in each case whether registered or not and including all applications for the same.

Miscellaneous

The Chargor charges by way of first fixed charge:








	 	(a)	 	its goodwill;






	 	(b)	 	the benefit of any authorisation (statutory or otherwise) held in connection
with its use of any Security Asset;






	 	(c)	 	the right to recover and receive compensation which may be payable to it in
respect of any authorisation referred to in paragraph (b) above; and






	 	(d)	 	its uncalled capital.






	2.11	 	Floating charge






	(a)	 	The Chargor charges by way of a first floating charge all its assets not at any time
otherwise effectively mortgaged, charged or assigned by way of fixed mortgage, charge or
assignment under this Clause.






	(b)	 	Except as provided below, the Lender may by notice to the Chargor convert the floating charge
created by the Chargor under this Subclause into a fixed charge as regards any of that
Chargor’s assets specified in that notice, if:






	 	(i)	 	an Event of Default is outstanding; or






	 	(ii)	 	the Lender, acting reasonably, considers those assets to be in danger of being
seized or sold under any form of distress, attachment, execution or other legal process
or to be otherwise in jeopardy.






	(c)	 	The floating charge created by this Subclause will automatically convert into a fixed charge
over all of the Chargor’s assets if a judicial manager is appointed or the Lender receives
notice of an intention to appoint a judicial manager.






	3.	 	CONTINUING SECURITY






	3.1	 	Continuing Security






This security shall be continuing and will extend to the ultimate balance of the
Secured Liabilities and all sums payable by the Obligors under the Finance Documents,
regardless of any intermediate payment or discharge in whole or in part.




	3.2	 	Reinstatement






	(a)	 	If any discharge (whether in respect of the obligations of any Obligor or any security for
those obligations or otherwise) is made in whole or in part or any arrangement is made on the
faith of any payment, security or other disposition which is avoided or must be restored on
insolvency, bankruptcy, liquidation, judicial management or otherwise without limitation, the
liability of the Chargor under this Deed shall continue as if the discharge or arrangement had
not occurred.






	(b)	 	The Lender may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.






	3.3	 	Additional security






	(a)	 	This Deed is in addition to and is not in any way prejudiced by any other security now or
subsequently held by the Lender.






	(b)	 	No prior security held by the Lender (in its capacity as such or otherwise) over any Security
Asset will merge into this Security.






	4.	 	REPRESENTATIONS — GENERAL






	4.1	 	Nature of security






The Chargor represents to the Lender that this Deed creates those Security Interests it
purports to create and is not liable to be amended or otherwise set aside on its liquidation
or judicial management or otherwise.




	4.2	 	Times for making representations






	(a)	 	The representations set out in this Deed (including in this Clause) are made on the date of
this Deed.






	(b)	 	Unless a representation is expressed to be given at a specific date, each representation
under this Deed is deemed to be repeated by the Chargor on each date during the Security
Period.






	(c)	 	When a representation is repeated, it is applied to the circumstances existing at the time of
repetition.






	5.	 	RESTRICTIONS ON DEALINGS






	(a)	 	The Chargor shall not, and shall procure that no other member of the Group will:






(i) create or permit to subsist any Security Interest on any Security Asset; or




	 	(ii)	 	sell, transfer, assign, discount, factor, grant, licence, lease or otherwise
dispose of any Security Asset,





except with the prior written consent of the Lender.



(b) Paragraph (a) does not apply to:




	 	(i)	 	any Security Interest in favour of the Lender under this Deed;






	 	(ii)	 	the charge created by the Chargor in favour of DBS Bank Ltd on or about 19
September 2006 in relation to the Excluded Credit Balances;






	 	(iii)	 	any other Security Interest created or outstanding with the prior consent of
the Lender, except to the extent the principal amount secured by that Security Interest
is increased such that it exceeds the amount secured by that Security Interest as at
the date of this Deed or to the extent such Security Interest is otherwise varied
without the consent of the Lender;






	 	(iv)	 	any lien arising by operations of the law or agreement of similar effect and in
the ordinary course of business and if arising as a result of any default or omission
by the Chargor, which does not subsist for a period of more than 60 days;






	 	(v)	 	any Security Interest permitted to be created under the Finance Documents,
including but not limited to the Security Interest permitted under Clause 19.10(b) of
the Facilities Agreement; or






	 	(vi)	 	any transfer, sale or disposal permitted under the Finance Documents, including
but not limited to the transfers, sale or disposals permitted under Clause 19.11(b) of
the Facilities Agreement.






	6.	 	LAND





	 	 	 
	6.1	 	General
	 	 	In this Clause:








Environmental Approval means any authorisation required by any Environmental Law.




Environmental Claim means any claim by any person in connection with:




	 	(a)	 	a breach, or alleged breach, of an Environmental Law;






	 	(b)	 	any accident, fire, explosion or other event of any type involving an emission
or substance which is capable of causing harm to any living organism or the
environment; or






	 	(c)	 	any other environmental contamination.






Environmental Law means any law or regulation concerning:




	 	(a)	 	the protection of health and safety;






	 	(b)	 	the environment; or






	 	(c)	 	any emission or substance which is capable of causing harm to any living
organism or the environment.






Fixtures means all fixtures and fittings and fixed plant and machinery on the Mortgaged
Property.




Insured Property Assets means the Premises and all the Chargor’s other assets of an
insurable nature in the Premises.




Mortgaged Property means all freehold or leasehold property included in the definition
of Security Assets.




Premises means all buildings and erections included in the definition of Security
Assets.




Report on Title means any report on title on the Mortgaged Property addressed and
provided at the request of the Lender before the date of this Deed or, in the case of any
Mortgaged Property acquired after the date of this Deed, its date of acquisition.



	 	 	 
	6.2	 	Information for Report on Title
	 	 	The Chargor represents to the Lender that:








	 	(a)	 	the information provided to the lawyers who prepared any Report on Title
relating to any of its Mortgaged Property for the purpose of that Report on Title was
true in all material respects at the date it was expressed to be given;






	 	(b)	 	the information referred to in paragraph (a) above was at the date it was
expressed to be given complete and did not omit any information which, if disclosed
would make that information untrue or misleading in any material respect; and






	 	(c)	 	as at the date of this Deed, nothing has occurred since the date of any
information referred to in paragraph (a) above which renders that information untrue or
misleading in any respect and which, if disclosed, would make that information untrue
or misleading in any material respect.






	6.3	 	Title






The Chargor represents to the Lender that except as disclosed in any Report on Title
relating to any of its Mortgaged Property:




	 	(a)	 	it is the legal and beneficial owner of its Mortgaged Property;






	 	(b)	 	no breach of any law or regulation is outstanding which affects or might affect
materially the value of its Mortgaged Property;






	 	(c)	 	there are no covenants, agreements, stipulations, reservations, conditions,
interest, rights or other matters whatsoever affecting its Mortgaged Property;






	 	(d)	 	nothing has arisen or has been created or is subsisting which would be an
overriding interest, or an unregistered interest which overrides first registration or
registered dispositions, over its Mortgaged Property;






	 	(e)	 	no facilities necessary for the enjoyment and use of its Mortgaged Property are
enjoyed by that Mortgaged Property on terms entitling any person to terminate or
curtail its use;






	 	(f)	 	it has received no notice of any adverse claims by any person in respect of the
ownership of its Mortgaged Property or any interest in it, nor has any acknowledgement
been given to any person in respect of its Mortgaged Property; and






	 	(g)	 	its Mortgaged Property is held by it free from any Security Interest or any
tenancies or licences.





	 	 	 
	6.4	 	Environmental matters
	 	 	The Chargor must:








	 	(a)	 	obtain all Environmental Approvals required by it;






	 	(b)	 	comply in all material respects with any Environmental Approval or
Environmental Law applicable to it;






	 	(c)	 	ensure that the Lender does not incur any liability by reason of any breach by
it of any Environmental Law or Environmental Approval; and






	 	(d)	 	promptly upon becoming aware notify the Lender of:






	 	(i)	 	any Environmental Claim current or, to its knowledge, pending or threatened; or





	 	 	 	 	 
	6.5

	 	(ii)

Repair
	 	any circumstances reasonably likely to result in an Environmental Claim.



The Chargor must keep:







	 	(a)	 	its Premises in good and substantial repair and condition and adequately and
properly painted and decorated; and






	 	(b)	 	its Fixtures and all plant, machinery, implements and other effects owned by it
and which are in or on its Premises or elsewhere in a good state of repair and in good
working order and condition.






	6.6	 	Insurance






	(a)	 	The Chargor must insure its Insured Property Assets against:






	 	(i)	 	loss or damage by fire;






	 	(ii)	 	other risks normally insured against by persons carrying on the same class of
business as that carried on by it; and






	 	(iii)	 	any other risks which the Lender may reasonably require.






	(b)	 	Any insurance must be in a sum or sums not less than the replacement value of the Insured
Property Assets. For this purpose, replacement value means the total cost of entirely
rebuilding, reinstating or replacing those Insured Property Assets in the event of their being
completely destroyed, together with architects’ and surveyors’ fees.






	(c)	 	Any insurance required under this Clause must be with an insurance company or underwriters
reasonably acceptable to the Lender.






	(d)	 	All moneys received or receivable under any insurance in respect of the Insured Property
Assets must be applied:






	 	(i)	 	in replacing, restoring or reinstating the Insured Property Assets destroyed or
damaged or in any other manner which the Lender may agree; or






	 	(ii)	 	if an Event of Default is outstanding, if the Lender so directs and the terms
of the relevant insurances allow, in or towards satisfaction of the Secured
Liabilities.






	(e)	 	The Chargor must procure that a note of the Lender’s interest is endorsed upon all policies
of insurance maintained by that Chargor or any person on its behalf in respect of the Insured
Property Assets.






	(f)	 	The Chargor may not do or permit anything to be done which may make void or voidable any
policy of insurance in connection with any Insured Property Asset.






	(g)	 	The Chargor must promptly pay all premiums and do all other things necessary to keep each
policy of insurance in respect of its Insured Property Assets in force.






	(h)	 	The Chargor must, immediately on demand by the Lender, produce to the Lender the policy,
certificate or cover note relating to any insurance policy and the receipt for the payment of
any premium for any insurance policy as the Lender may request.





	 	 	 
	6.7	 	Compliance with leases
	 	 	The Chargor must:








	 	(a)	 	perform all the terms on its part contained in any lease comprised in the
Mortgaged Property; and






	 	(b)	 	not do or allow to be done any act as a result of which any lease comprised in
its Mortgaged Property may become liable to forfeiture or otherwise be terminated.






	6.8	 	Acquisitions






	(a)	 	If the Chargor acquires any freehold or leasehold property, or any interest therein, after
the date of this Deed it must:






	 	(i)	 	notify the Lender immediately; and






	 	(ii)	 	immediately on request by the Lender and at the cost of the Chargor, execute
and deliver to the Lender a legal mortgage in favour of the Lender of that property in
any form which the Lender may require.






	(b)	 	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 will not be required to perform that
obligation unless and until it has obtained the landlord’s consent. The Chargor must use its
reasonable endeavours to obtain the landlord’s consent.






	6.9	 	Compliance with applicable laws and regulations






The Chargor must perform all its obligations under any law or regulation in any way
related to or affecting its Mortgaged Property.




	6.10	 	Notices






The Chargor must, within 14 days after the receipt by it of any application,
requirement, order or notice served or given by any public or local or any other authority
with respect to the Mortgaged Property (or any part of it):




	 	(a)	 	deliver a copy to the Lender; and






	 	(b)	 	inform the Lender of the steps taken or proposed to be taken to comply with the
relevant requirement.






	6.11	 	Leases






The Chargor may not exercise any of the power of a mortgagor under Section 23 of the
Act nor grant or agree to grant (whether in exercise or independently of any statutory
power) any lease or tenancy of the Mortgaged Property or any part of it or accept a
surrender of any lease or tenancy or confer upon any person any contractual licence or right
to occupy the Mortgaged Property.




	6.12	 	Deposit of title deeds






The Chargor must deposit with the Lender all deeds and documents of title relating to
its Mortgaged Property.




	6.13	 	Access






The Chargor must permit the Lender and any person nominated by it at all reasonable
times to enter any part of its Mortgaged Property and view the state of it, provided that
the Lender shall give the Chargor advance notice of at least five Business Days prior to
such visit.




	6.14	 	Investigation of title






Provided that the Lender has first given the Chargor advance notice of at least five
Business Days prior to any such investigation or enquiry, the Chargor must grant the Lender
or its lawyers on request all facilities within the power of the Chargor to enable the
Lender or its lawyers to:




	 	(a)	 	carry out investigations of title to the Mortgaged Property; and






	 	(b)	 	make such enquiries in relation to any part of the Mortgaged Property as a
prudent mortgagee might carry out.






The Chargor shall bear the cost of such investigations of title or enquiries to the
Mortgaged Property, it being agreed that the Chargor’s liability under this paragraph shall
not exceed one investigations of title or enquiries to the Mortgaged Property per calendar
year unless a Default is outstanding.




	6.15	 	Report on title






The Chargor must, as soon as practicable after a request by the Lender (acting
reasonably), provide the Lender with a report on title of the Chargor to the Mortgaged
Property concerning those items which may properly be sought to be covered by a prudent
mortgagee in a lawyer’s report of this nature.




The Chargor shall bear the cost of such report on title, it being agreed that the
Chargor’s liability under this paragraph shall not exceed one report on title per calendar
year unless a Default is outstanding.




	6.16	 	Power to remedy






If the Chargor fails to perform any term affecting its Mortgaged Property, the Chargor
must allow the Lender or its agents and contractors:




	 	(a)	 	to enter any part of its Mortgaged Property;






	 	(b)	 	to comply with or object to any notice served on the Chargor in respect of its
Mortgaged Property; and






	 	(c)	 	to take any action as the Lender may reasonably consider necessary or desirable
to prevent or remedy any breach of any such term or to comply with or object to any
such notice.






The Chargor must immediately on request by the Lender pay the costs and expenses of the
Lender or its agents and contractors reasonably incurred in connection with any action taken
by it under this Subclause.




	7.	 	INVESTMENTS





	 	 	 
	7.1	 	General
	 	 	In this Clause:








Book-entry Securities means the book-entry securities as defined in Division 7A of the
Companies Act, Chapter 50 of Singapore.




Investments means:




	 	(a)	 	the Shares;






	 	(b)	 	all other shares, stocks, debentures, bonds or other securities and investments
included in the definition of Security Assets in Clause 1.1 (Definitions);






	 	(c)	 	any dividend or interest paid or payable in relation to any of the above; and






	 	(d)	 	any right, money or property accruing or offered at any time in relation to any
of the above by way of redemption, substitution, exchange, bonus or preference under
option rights or otherwise.






Regulations means the Companies (Central Depository System) Regulations made under the
Companies Act, Chapter 50 of Singapore.



	 	 	 	 	 
	 	7.2	 	 	Shares means shares in any member of the Group.

Investments

The Chargor represents to the Lender that:








	 	(a)	 	its Shares and, to the extent applicable, its other Investments, are fully
paid; and






	 	(b)	 	it is the sole legal and beneficial owner of its Investments.





	 	 	 
	7.3	 	Deposit
	 	 	The Chargor must:








	 	(a)	 	subject to paragraph (c) below, immediately deposit with the Lender, or as the
Lender may direct, all certificates and other documents of title or evidence of
ownership in relation to any of its Investments;






	 	(b)	 	subject to paragraph (c) below, promptly execute and deliver to the Lender all
share transfers and other documents which may be requested by the Lender in order to
enable the Lender or its nominees to be registered as the owner or otherwise obtain a
legal title to any of its Investments; and






	 	(c)	 	in the case of any Investments which comprises Book-entry Securities,
immediately:






	 	(i)	 	deliver or cause to be delivered to the Lender all such
documents or instruments duly executed by the Chargor and/or the relevant
person or persons as may be required or deemed necessary by the Lender to grant
or create in favour of the Lender or its nominees a first-priority security
interest in such Investments in accordance with the Regulations or any other
law as may be applicable to such book-entry securities; and






	 	(ii)	 	(as the Lender may instruct or require) permit and/or procure
and/or give instructions for and/or do all such other acts and things
(including the transfer of such Investments into a securities account of the
Lender or its nominee) to grant or create in favour of the Lender or its
nominees such first-priority security interest or to perfect or protect the
same.






	7.4	 	Changes to rights






The Chargor may not take or allow the taking of any action on its behalf which may
result in the rights attaching to any of its Investments being altered or further shares in
any member of the Group being issued.




	7.5	 	Calls






	(a)	 	The Chargor must pay all calls or other payments due and payable in respect of any of its
Investments.






	(b)	 	If the Chargor fails to do so, the Lender may pay the calls or other payments on behalf of
the Chargor. The Chargor must immediately on request reimburse the Lender for any payment made
by the Lender under this Subclause.






	7.6	 	Other obligations in respect of Investments






	(a)	 	The Chargor must promptly copy to the Lender and comply with all requests for information
which is within its knowledge and which are made under any statutory or regulatory provisions
relevant or binding on the Chargor and/or the Investments or any similar provision contained
in any articles of association or other constitutional document relating to any of its
Investments. If it fails to do so, the Lender may elect to provide such information as it may
have on behalf of the Chargor.






	(b)	 	The Chargor must comply with all other conditions and obligations assumed by it in respect of
any of its Investments.





(c) The Lender is not obliged to:




	 	(i)	 	perform any obligation of the Chargor;






	 	(ii)	 	make any payment, or to make any enquiry as to the nature or sufficiency of any
payment received by it or the Chargor; or






	 	(iii)	 	present or file any claim or take any other action to collect or enforce the
payment of any amount to which it may be entitled under this Deed,





	 	 	 	 	 	 	 
	 	7.7	 	 	Voting rights

	 	in respect of any Investment.










	(a)	 	Before this Security becomes enforceable:






	 	(i)	 	the voting rights, powers and other rights in respect of the Investments must
(if exercisable by the Lender) be exercised in any manner which the Chargor may direct
in writing; and






	 	(ii)	 	all dividends or other income paid or payable in relation to any Investments
must be paid directly to the Chargor.






The Chargor must indemnify the Lender against any loss liability incurred by the Lender
as a consequence of the Lender acting in respect of the Investments on the direction of the
Chargor.




	(b)	 	After this Security has become enforceable, the Lender may exercise (in the name of the
Chargor and without any further consent or authority on the part of the Chargor) any voting
rights and any powers or rights which may be exercised by the legal or beneficial owner of any
Investment, any person who is the holder of any Investment or otherwise.






	8.	 	INTELLECTUAL PROPERTY





	 	 	 
	8.1	 	General
	 	 	In this Clause Intellectual Property Rights means:








	 	(a)	 	any know-how, patent, trade mark, service mark, design, business name,
topographical or similar right;






	 	(b)	 	any copyright or other intellectual property monopoly right;






	 	(c)	 	any interest (including by way of licence) in any of the above; or






	 	(d)	 	any application for any of the above,






in each case, whether registered or not, and included in the definition of Security
Assets in Clause 1.1 (Definitions).



	 	 	 
	8.2	 	Representations
	 	 	The Chargor represents to the Lender that:








	 	(a)	 	the Intellectual Property Rights owned by it are all of the Intellectual
Property Rights required by it in order for it to carry on its business as it is now
being conducted;






	 	(b)	 	it is the sole legal and beneficial owner of those Intellectual Property
Rights;






	 	(c)	 	those Intellectual Property Rights are free of any Security Interests (except
for those created by or under this Deed) and any other rights or interests (including
any licences) in favour of third parties;






	 	(d)	 	it does not, in carrying on its business, infringe any Intellectual Property
Rights of any third party; and






	 	(e)	 	to its knowledge, no Intellectual Property Right owned by it is being
infringed, nor is there any threatened infringement of any such Intellectual Property
Right.






	8.3	 	Preservation






	(a)	 	The Chargor must:






	 	(i)	 	make such registrations and pay such fees, registration taxes and similar
amounts as are necessary to keep its Intellectual Property Rights in force;






	 	(ii)	 	take all other steps which are reasonably practicable to maintain and preserve
its interests in its Intellectual Property Rights;






	 	(iii)	 	if requested to do so by the Lender, make entries in any public register of
its Intellectual Property Rights which either record the existence of this Deed or the
restrictions on disposal imposed by this Deed; and






	 	(iv)	 	take such steps as are necessary (including the institution of legal
proceedings) to prevent third parties infringing those Intellectual Property Rights.






	(b)	 	The Chargor must ensure that, except with the prior consent of the Lender, none of its
Intellectual Property Rights which is registered is abandoned or cancelled, lapses or is
liable to any claim of abandonment for non-use or otherwise.






	9.	 	ACCOUNTS





	 	 	 
	9.1	 	General
	 	 	In this Clause:








Account Bank means a person with whom a Security Account is maintained under this
Clause.




Receipts Account means any account in the name of the Chargor designated as such by the
Lender and shall include (without limitation) each Account as defined in the Facilities
Agreement.




Security Account means the Receipts Account and any other account in the name of the
Chargor established under this Clause.




	9.2	 	Accounts






All Security Accounts must be maintained at a branch of the Account Bank approved by
the Lender. The initial Account Bank is the Lender.




	9.3	 	Change of Account Bank






	(a)	 	The Account Bank may be changed to another bank or financial institution if the Lender so
reasonably requires.






	(b)	 	A change only becomes effective when the proposed new Account Bank agrees with the Lender and
the Chargor, in a manner satisfactory to the Lender, to fulfil the role of the Account Bank
under this Deed.






	(c)	 	If there is a change of Account Bank, the amount (if any) standing to the credit of the
Security Accounts maintained with the old Account Bank will be transferred to the
corresponding Security Accounts maintained with the new Account Bank immediately upon the
appointment taking effect.






	(d)	 	The Chargor must take any action which the Lender may require to facilitate a change of
Account Bank and any transfer of credit balances (including the execution of bank mandate
forms).






	9.4	 	Interest






Amounts standing to the credit of each Security Account will bear interest at a rate
considered by the Account Bank to be a fair market rate.




	9.5	 	Book debts and receipts






	(a)	 	The Chargor shall use reasonable endeavours to realise its:






	 	(i)	 	securities to the extent held by way of temporary investment;






	 	(ii)	 	book and other debts and other moneys due and owing to it; and






	 	(iii)	 	royalties, fees and income of any nature owed to it,






in the ordinary course of its business and hold the proceeds of the realisation (until
payment into the Receipts Account if required in accordance with paragraph (b) below) on
trust for the Lender.




	(b)	 	The Chargor must, except to the extent that the Lender (acting reasonably) otherwise agrees,
pay all the proceeds of the realisation referred to under paragraph (a) above into the
Receipts Account.






	9.6	 	Withdrawals






	(a)	 	The Chargor shall be entitled to withdraw and deal with any monies from time to time standing
to its credit in any Security Account, unless an Event of Default is outstanding, in which
case the Lender may give written notice to the Account Bank to block any Security Account and
the Chargor may not withdraw any moneys standing to the credit of any Security Account.






	(b)	 	Upon the occurrence of an Event of Default, the Lender may, at the close of business on each
Business Day during the Security Period, pay all amounts standing to the credit of the
Receipts Account into another Security Account, provided that the Chargor shall not be
required to pay any fees in respect of such payment (or transfer).






	(c)	 	Upon the occurrence of an Event of Default, the Lender (or a Receiver) may (subject to the
payment of any claims having priority to this Security) withdraw amounts standing to the
credit of a Security Account to meet an amount due and payable under the Finance Documents
when it is due and payable.






	9.7	 	Notices of charge






	(a)	 	The Chargor must:






	 	(i)	 	promptly give notice to each Account Bank (which is not the Lender)
substantially in the form of Part 1 of Schedule 1 (Forms of letter for Account Bank);
and






	 	(ii)	 	use reasonable endeavours to ensure that each such Account Bank acknowledges
the notice substantially in the form of Part 2 of Schedule 1 (Forms of letter for
Account Bank).






	10.	 	INSURANCES





	 	 	 
	10.1	 	General
	 	 	In this Clause:








Insurance means each contract or policy of insurance the subject of the assignment
created pursuant to Clause 2.7.



	 	 	 
	10.2	 	Documents
	 	 	The Chargor shall promptly:








	(a)	 	execute and/or deliver to the Lender:






	 	(i)	 	the originals of the insurance policies relating to the Insurances and copies
of the related premium receipts as the Lender may reasonably request; and






	 	(ii)	 	upon the occurrence of a Default or in the event a Default is likely to occur,
such other documents relating to the Insurances as necessary to create, maintain and
perfect the Security Interest created under this Deed;






	(b)	 	if reasonably required by the Lender, procure that a note of the Lender’s interest pursuant
to Clause 2.7 is endorsed upon all policies of insurance relating to the Insurances and that
each such policy contains customary endorsements in favour of the Lender, loss payee
provisions, notice of cancellation provisions and other clauses in a form acceptable to the
Lender; and






	(c)	 	if reasonably required by the Lender, effect any policy in the joint names of the Lender and
the Chargor.






	10.3	 	Maintenance and Renewal






	(a)	 	The Chargor shall maintain such Insurances in respect of the Security Assets with reputable
independent underwriters or insurance companies against those risks, and to the extent,
usually insured by prudent companies carrying on similar businesses and against those risks,
and to the extent, required by applicable law or by contract.






	(b)	 	The Chargor shall renew and maintain in force each policy or contract of insurance
representing any of the Insurances effected by it pursuant to Clause 10.3(a) and ensure that
Clause 10.2 is complied with (if required) in relation to any such renewed policy or contract
of insurance.






	10.4	 	Enforceability






The Chargor shall not do or omit to do or permit to be done or omitted anything which
might render any Insurance void, voidable or unenforceable.




	10.5	 	Lender may insure






If the Chargor fails to produce originals of insurance policies, copies of premium
receipts and such other evidence as the Lender reasonably requires within 20 Business Days
of the receipt by the Chargor of a demand by the Lender for such documents, which prove to
the satisfaction of the Lender that the Chargor is complying with Clause 10.3, the Lender
may (acting reasonably), at the Chargor’s expense, but shall not be obliged to, arrange such
insurances of the assets of the Chargor or any of them as it thinks fit.




	10.6	 	Payment of Premiums






The Chargor shall punctually pay or procure to be paid all premiums and other sums due
in respect of each of the Insurances effected by it and, on the reasonable request of the
Lender, shall provide to the Lender evidence of such payment and, if the Chargor fails to
comply with the provisions of this paragraph, the Lender may, acting reasonably, make the
necessary payment at the cost of the Chargor.




	10.7	 	No Amendments or Settlements






	(a)	 	The Chargor shall not make or agree to any material adverse amendment to the terms of any
Insurance effected by it without the prior consent of the Lender.






	(b)	 	The Chargor shall not waive, release, settle, compromise or abandon any material claim under
any Insurance effected by it or do anything else in respect of any Insurance effected by it
which may reduce the amount of likely recovery under that Insurance.






	11.	 	RELEVANT CONTRACTS





	 	 	 
	11.1	 	General
	 	 	In this Clause:








Relevant Contract means any agreement to which the Chargor is a party and which the
Lender (acting reasonably) has designated as a Relevant Contract from time to time.



	 	 	 
	11.2	 	Undertaking
	 	 	The Chargor shall procure that:








	 	(a)	 	all payments to it by any other party to a Relevant Contract to which it is a
party are not subject to any right of set-off or similar right;






	 	(b)	 	each such Relevant Contract is its legally binding, valid, and enforceable
obligation;






	 	(c)	 	it is not in default of any of its obligations under any such Relevant
Contract; and






	 	(d)	 	there is no prohibition on assignment in any such Relevant Contract or if there
are any such prohibitions, it will use reasonable endeavours to obtain a waiver from
the relevant counterparty in respect of such prohibition.





	 	 	 
	11.3	 	Preservation
	 	 	The Chargor may not, without the prior consent of the Lender:








	 	(a)	 	amend or waive any term of, or terminate, any Relevant Contract to which it is
a party which is likely to have a Material Adverse Effect; or






	 	(b)	 	take any action which might jeopardise the existence or enforceability of any
such Relevant Contract.





	 	 	 
	11.4	 	Other undertaking
	 	 	The Chargor must:








	 	(a)	 	duly and promptly perform its obligations, and diligently pursue its rights,
under each Relevant Contract to which it is a party; and






	 	(b)	 	supply the Lender and any Receiver with copies of each such Relevant Contract
and any material information and documentation relating to any such Relevant Contract
reasonably requested by the Lender or any Receiver, except to the extent that
disclosure of the information or documentation would breach any law, regulation or duty
of confidentiality.






	11.5	 	Notices of assignment






Upon the occurrence of a Default or in the event a Default is likely to occur, the
Chargor shall, upon being notified by the Lender:




	 	(a)	 	immediately serve a notice of assignment, substantially in the form of Part 1
of Schedule 2 (Forms of letter for Relevant Contracts), on each counterparty to a
Relevant Contract to which it is a party; and






	 	(b)	 	use its reasonable endeavours to procure that each such party acknowledges that
notice, substantially in the form of Part 2 of Schedule 2 (Forms of letter for Relevant
Contracts).






	12.	 	WHEN SECURITY BECOMES ENFORCEABLE






	12.1	 	Event of Default






Notwithstanding any provision contained in this Deed, this Security will become
immediately enforceable if an Event of Default occurs and the Lender gives notice to the
Chargor that this Security is enforceable.




	12.2	 	Enforcement






After this Security has become enforceable, the Lender may in its absolute discretion
enforce all or any part of this Security in any manner it sees fit or as the Lender directs.




	12.3	 	Power of sale






The power of sale and other powers conferred by Section 24 of the Act, as amended by
this Deed, will be immediately exercisable at any time after this Security has become
enforceable.




	13.	 	ENFORCEMENT OF SECURITY






	13.1	 	General






	(a)	 	For the purposes of all powers implied by statute, the Secured Liabilities are deemed to have
become due and payable on the date of this Deed.






	(b)	 	Section 25 of the Act (restricting the power of sale) and Section 21 of the Act (restricting
the right of consolidation) do not apply to this Security.






	(c)	 	The statutory powers of leasing conferred on the Lender are extended so as to authorise the
Lender to lease, make agreements for leases, accept surrenders of leases and grant options as
the Lender may think fit and without the need to comply with any provision of section 23 of
the Act.






	(d)	 	All or any of the powers, authorities and discretions which are conferred by the Act and/or
this Deed either expressly or impliedly upon a Receiver may be exercised by the Lender without
first appointing the Receiver or notwithstanding the appointment of the Receiver.






	13.2	 	No liability as mortgagee in possession






Neither the Lender nor any Receiver will be liable, by reason of entering into
possession of a Security Asset, to account as mortgagee in possession or for any loss on
realisation or for any default or omission for which a mortgagee in possession might be
liable.




	13.3	 	Privileges






Each Receiver and the Lender is entitled to all the rights, powers, privileges and
immunities conferred by the Act on mortgagees and receivers duly appointed under the Act,
except that Section 25 of the Act does not apply.




	13.4	 	Protection of third parties






No person (including a purchaser) dealing with the Lender or a Receiver or its or his
agents will be concerned to enquire:




	 	(a)	 	whether the Secured Liabilities have become payable;






	 	(b)	 	whether any power which the Lender or a Receiver is purporting to exercise has
become exercisable or is being properly exercised;






	 	(c)	 	whether any money remains due under the Finance Documents; or






	 	(d)	 	how any money paid to the Lender or to that Receiver is to be applied.






	13.5	 	Redemption of prior mortgages






	(a)	 	At any time after this Security has become enforceable, the Lender may (acting reasonably):






	 	(i)	 	redeem any prior Security Interest against any Security Asset; and/or






	 	(ii)	 	procure the transfer of that Security Interest to itself; and/or






	 	(iii)	 	settle and pass the accounts of the prior mortgagee, chargee or encumbrancer;
any accounts so settled and passed will be, in the absence of manifest error,
conclusive and binding on the Chargor.






	(b)	 	The Chargor must pay to the Lender, immediately on demand, the costs and expenses incurred by
the Lender in connection with any such redemption and/or transfer, including the payment of
any principal or interest.






	13.6	 	Contingencies






If this Security is enforced at a time when no amount is due under the Finance
Documents but at a time when amounts may or will become due, the Lender (or the Receiver)
may pay the proceeds of any recoveries effected by it into a suspense account.




	14.	 	RECEIVER






	14.1	 	Appointment of Receiver






	(a)	 	Except as provided below, the Lender may appoint any one or more persons to be a Receiver of
all or any part of the Security Assets if:






	 	(i)	 	this Security has become enforceable; or






	 	(ii)	 	the Chargor so requests the Lender in writing at any time.






	(b)	 	Any appointment under paragraph (a) above may be by deed, under seal or in writing under its
hand.






	(c)	 	Except as provided below, any restriction imposed by law on the right of a mortgagee to
appoint a Receiver (including under section 29(1) of the Act) does not apply to this Deed.






	14.2	 	Removal






the Lender may by writing under its hand (subject to any requirement for an order of
the court in the case of an receiver and manager) remove any Receiver appointed by it and
may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose
appointment may for any reason have terminated.




	14.3	 	Remuneration






the Lender may fix the remuneration of any Receiver appointed by it and the maximum
rate specified in Section 29(6) of the Act will not apply.




	14.4	 	Agent of Chargor






	(a)	 	A Receiver will be deemed to be the agent of the Chargor for all purposes and accordingly
will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under
the Act. The Chargor is responsible for the contracts, engagements, acts, omissions, defaults
and losses of a Receiver and for liabilities incurred by a Receiver.






	(b)	 	the Lender will not incur any liability (either to the Chargor or to any other person) by
reason of the appointment of a Receiver or for any other reason.






	14.5	 	Relationship with the Lender






To the fullest extent allowed by law, any right, power or discretion conferred by this
Deed (either expressly or impliedly) or by law on a Receiver may after this Security becomes
enforceable be exercised by the Lender in relation to any Security Asset without first
appointing a Receiver and notwithstanding the appointment of a Receiver.




	15.	 	POWERS OF RECEIVER






	15.1	 	General






	(a)	 	A Receiver has all of the rights, powers and discretions conferred on the Lender under this
Deed and the Act, and also those set out below in this Clause in addition to those conferred
on it by any law.






	(a)	 	If there is more than one Receiver holding office at the same time, each Receiver may (unless
the document appointing him states otherwise) exercise all of the powers conferred on a
Receiver under this Deed individually and to the exclusion of any other Receiver.






	15.2	 	Possession






A Receiver may take immediate possession of, get in and collect any Security Asset.



	 	 	 
	15.3	 	Carry on business
	15.4

	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.

Employees







	(a)	 	A Receiver may appoint and discharge managers, officers, agents, accountants, servants,
workmen and others for the purposes of this Deed upon such terms as to remuneration or
otherwise as he thinks fit.






	(b)	 	A Receiver may discharge any person appointed by the Chargor.






	15.5	 	Borrow money






A Receiver may raise and borrow money either unsecured or on the security of any
Security Asset either in priority to this Security or otherwise and generally on any terms
and for whatever purpose which he thinks fit.




	15.6	 	Sale of assets






	(a)	 	A Receiver may sell, exchange, convert into money and realise any Security Asset by public
auction or private contract and generally in any manner and on any terms which he thinks fit.






	(b)	 	The consideration for any such transaction may consist of cash, debentures or other
obligations, shares, stock or other valuable consideration and any such consideration may be
payable in a lump sum or by instalments spread over any period which he thinks fit.






	(c)	 	Fixtures, other than landlord’s fixtures, may be severed and sold separately from the
property containing them without the consent of the Chargor.






	15.7	 	Leases






A Receiver may let any Security Asset for any term and at any rent (with or without a
premium) which he thinks fit and may accept a surrender of any lease or tenancy of any
Security Asset on any terms which he thinks fit (including the payment of money to a lessee
or tenant on a surrender).




	15.8	 	Compromise






A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim,
account, dispute, question or demand with or by any person who is or claims to be a creditor
of the Chargor or relating in any way to any Security Asset.




	15.9	 	Legal actions






A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or
proceedings in relation to any Security Asset which he thinks fit.




	15.10	 	Receipts






A Receiver may give a valid receipt for any moneys and execute any assurance or thing
which may be proper or desirable for realising any Security Asset.




	15.11	 	Subsidiaries






A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.



	 	 	 
	15.12	 	Delegation
	15.13

15.14
	 	A Receiver may delegate his powers in accordance with this Deed.

Lending

A Receiver may lend money or advance credit to any customer of the Chargor.

Protection of assets

A Receiver may:








	 	(a)	 	effect any repair or insurance and do any other act which the Chargor might do
in the ordinary conduct of its business to protect or improve any Security Asset;






	 	(b)	 	commence and/or complete any building operation; and






	 	(c)	 	apply for and maintain any planning permission, building regulation approval or
any other authorisation,





	 	 	 	 	 
	 	15.15	 	 	in each case as he thinks fit.

Other powers

A Receiver may:








	 	(a)	 	do all other acts and things which he may consider desirable or necessary for
realising any Security Asset or incidental or conducive to any of the rights, powers or
discretions conferred on a Receiver under or by virtue of this Deed or law;






	 	(b)	 	exercise in relation to any Security Asset all the powers, authorities and
things which he would be capable of exercising if he were the absolute beneficial owner
of that Security Asset; and






	 	(c)	 	use the name of the Chargor for any of the above purposes.






	16.	 	APPLICATION OF PROCEEDS






All moneys received or recovered pursuant to this Deed following an enforcement in
accordance with Clause 12.1 and/or the powers hereby conferred shall be applied in
accordance with the provisions of clause 15.6 (Partial payments) of the Facilities
Agreement.




	17.	 	EXPENSES AND INDEMNITY






The Chargor must:




	 	(a)	 	immediately on demand pay all costs and expenses (including legal fees on a
full indemnity basis) incurred in connection with this Deed by the Lender, Receiver,
attorney, manager, agent or other person appointed by the Lender under this Deed; and






	 	(b)	 	keep each of them indemnified against any failure or delay in paying those
costs or expenses; this includes any arising from any actual or alleged breach by any
person of any law or regulation, whether relating to the environment or otherwise.






	18.	 	DELEGATION






	18.1	 	Power of Attorney






The Lender or any Receiver may delegate by power of attorney or in any other manner to
any person any right, power or discretion exercisable by it under this Deed.




	18.2	 	Terms






Any such delegation may be made upon any terms (including power to sub-delegate) which
the Lender or any Receiver may think fit.




	18.3	 	Liability






Neither the Lender nor any Receiver will be in any way liable or responsible to the
Chargor for any loss or liability arising from any act, default, omission or misconduct on
the part of any delegate or sub-delegate.




	19.	 	FURTHER ASSURANCES






The Chargor must, at its own expense, take whatever action the Lender or a Receiver may
reasonably require for:




	 	(a)	 	creating, perfecting or protecting any security intended to be created by this
Deed; or






	 	(b)	 	facilitating the realisation of any Security Asset, or the exercise of any
right, power or discretion exercisable, by the Lender or any Receiver or any of its
delegates or sub-delegates in respect of any Security Asset.






This includes:




	 	(i)	 	the execution of any transfer, conveyance, assignment or assurance of any
property, whether to the Lender or to its nominee; or





	 	 	 
	(ii)

	 	the giving of any notice, order or direction and the making of any registration,

which, in any such case, the Lender may reasonably require.







	20.	 	POWER OF ATTORNEY






	19.1	 	Power of attorney






The Chargor, by way of security, irrevocably and severally appoints the Lender, each
Receiver and any of its delegates or sub-delegates to be its attorney or attorneys and in
its name and otherwise on its behalf and as its act and deed to sign, seal, execute,
deliver, perfect and do all deeds, agreements, instruments, acts and things which may be
required (or which the Lender, the Receiver of any of their delegates or sub-delegates shall
consider requisite) for carrying out any obligation imposed on the Chargor by or pursuant to
this Deed, for carrying out any sale, transfer, assignment, lease or other dealings by the
Lender, the Receiver or any of their delegates or sub-delegates, for conveying or
transferring any legal estate or other interest in land or other property or otherwise, for
getting in the Security Assets, and generally for enabling the Lender, the Receiver or any
of their delegates of sub-delegates to exercise the respective powers, rights, authorities
and discretions conferred on them or any of them by or pursuant to this Deed or by law and
(without prejudice to the generality of the foregoing) to sign, seal and deliver and
otherwise perfect any deed, assurance, agreement, assignment, charge, conveyance, mortgage,
transfer, instrument or act which it or he may deem proper in or for the purpose of
exercising any of the such powers, rights, authorities and discretions.



19.2 Ratification




The Chargor ratifies and confirms whatever any attorney does or purports to do pursuant to
its appointment under this Clause.




	21.	 	WAIVER, REMEDIES CUMULATIVE






The rights of the Lender under this Deed :




	 	(a)	 	may be exercised as often as necessary;






	 	(b)	 	are cumulative and not exclusive of its rights under the general law;






	 	(c)	 	may be waived only in writing and specifically.






Delay in exercising or non-exercise of any right is not a waiver of that right.




	22.	 	SEVERABILITY






If any provision of this Deed is or becomes illegal, invalid or unenforceable in any
jurisdiction, that shall not affect :




	 	(a)	 	the legality, validity or enforceability in that jurisdiction of any other
provision of this Deed; or






	 	(b)	 	the legality, validity or enforceability in other jurisdictions of that or any
other provisions of this Deed.






	23.	 	DISCLOSURE OF INFORMATION






	(a)	 	Without detracting from the Lender’s rights of disclosure under any law (including without
limitation under the Banking Act (Cap. 19) of Singapore (the Banking Act)) or any other
agreement between the Lender and an Obligor, the Lender, its officers and agents may disclose
in any manner howsoever, any information (which may include copies of the Finance Documents)
which the Lender has acquired under or in connection with the Facilities, any information
relating to the Obligors or their respective account relationship with the Lender (including
without limitation, details of the Loans, the securities taken and the Obligors’ respective
credit balances and deposits with the Lender):






	 	(i)	 	to any branch, representative office, affiliated, associated or related
corporation of the Lender and its respective officers, servants or agents, whether
situated in or out of Singapore for credit monitoring or review purposes or for audit
or intra group or reporting or outsourcing purposes;






	 	(ii)	 	to any third party service provider to which the Lender outsources any relevant
services or functions;






	 	(iii)	 	to any person with whom it may enter, or has entered into, any kind of
transfer, participation or other agreement in relation to the Facilities Agreement or
this Deed;






	 	(iv)	 	which is publicly available, other than as a result of a breach by the Lender
of this Clause;






	 	(v)	 	in connection with any legal or arbitration proceedings;





	 	 	 
	(vi)

(vii)

(viii)

(ix)

	 	if required to do so under any law or regulation;

to a governmental, banking, taxation or other regulatory authority;

to its professional advisers;

to a rating agency;







	 	(x)	 	to a stock exchange, listing authority or similar body;






	 	(xi)	 	to any person in connection with or in contemplation of a securitisation or
other transaction having a similar effect;





	 	 	 
	(xii)

(xiii)

(xiv)

	 	to any credit bureau of which the Lender is a member or subscriber;

to any related entity of an Obligor; or

with the agreement of the relevant Obligor.







	(b)	 	This Clause 23 is not and shall not be deemed to constitute, an express or implied agreement
by the Lender with the Chargor for a higher degree of confidentiality than that prescribed in
Section 47 of, and the Third Schedule to, the Banking Act.






	24.	 	MISCELLANEOUS






	24.1	 	Covenant to pay






The Chargor must pay or discharge the Secured Liabilities in the manner provided for in
the Finance Documents.




	24.2	 	New Accounts






	(a)	 	If any subsequent charge or other interest affects any Security Asset, the Lender may open a
new account with the Chargor.






	(b)	 	If the Lender does not open a new account, it will nevertheless be treated as if it had done
so at the time when it received or was deemed to have received notice of that charge or other
account.






	(c)	 	As from that time all payments made to the Lender will be credited or be treated as having
been credited to the new account and will not operate to reduce any Secured Liability.






	24.3	 	Time deposits






Without prejudice to any right of set-off the Lender may have under any other Finance
Document or otherwise, if any time deposit matures on any account the Chargor has with the
Lender within the Security Period when:




	 	(a)	 	this Security has become enforceable; and






	 	(b)	 	no Secured Liability is due and payable,






that time deposit will automatically be renewed for any further maturity which the
Lender considers appropriate.




	24.4	 	Notice of assignment






This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any other
Security Document.




	25.	 	RELEASE






At the end of the Security Period, the Lender must, at the request and cost of the
Chargor, take whatever action is necessary to release its Security Assets from this
Security.




	26.	 	CHANGES TO THE PARTIES





	 	 	 
	26.1	 	Successors and Assigns
	26.2

	 	This Deed is binding on the successors and assigns of the Chargor and the Lender.

The Chargor







The Chargor may not assign or transfer any of its rights or obligations under this
Deed.



	 	 	 
	26.3	 	The Lender
	 	 	The Lender may:








	 	(a)	 	assign, transfer or dispose of any of, or any interest in, its rights and/or
obligations under this Deed, to or in favour of any person; or






	 	(b)	 	transfer by novation or otherwise any of its rights or obligations under this
Deed to any person.






	27.	 	EVIDENCE AND CALCULATIONS






	27.1	 	Accounts






Accounts maintained by the Lender in connection with this Deed are prima facie evidence
of the matters to which they relate.




	27.2	 	Certificates and determinations






Any certificate or determination by the Lender of a rate or amount under this Deed is,
in the absence of manifest error, conclusive evidence of the matters to which it relates.




	28.	 	SET OFF






The Lender may set off any obligations (whether or not matured) owed by the Chargor
under this Deed (to the extent beneficially owned by the Lender) against any obligation
(whether or not matured) owed by the Lender to the Chargor, regardless of the place of
payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Lender may convert either obligation at a market rate of exchange
in its usual course of business for the purpose of the set-off. If either obligation is
unliquidated or unascertained, the Lender may set off in an amount estimated by it in good
faith to be the amount of that obligation.




	29.	 	NOTICE






The provisions in clause 31 (Notices) of the Facilities Agreement relating to the giving and
receiving of notices shall apply to this Deed, except that references to a Finance Document
shall be construed as a reference to this Deed.




	30.	 	JURISDICTION






	30.1	 	Submission






For the benefit of the Lender, the Chargor agrees that the courts of Singapore have
jurisdiction to settle any disputes in connection with this Deed and accordingly submits to
the jurisdiction of the Singapore courts.



	 	 	 
	30.2	 	Forum convenience and enforcement abroad
	 	 	The Chargor:








	 	(a)	 	waives objection to the Singapore courts on grounds of inconvenient forum or
otherwise as regards proceedings in connection with this Deed; and






	 	(b)	 	agrees that a judgment or order of a Singapore court in connection with this
Deed is conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.






	30.3	 	Non-exclusivity






Nothing in this Clause 30 limits the right of the Lender to bring proceedings against
the Chargor in connection with this Deed:




	 	(a)	 	in any other court of competent jurisdiction; or






	 	(b)	 	concurrently in more than one jurisdiction.






	31.	 	WAIVER OF IMMUNITY






The Chargor irrevocably and unconditionally:




	 	(a)	 	agrees that if the Lender brings proceedings against it or its assets in
relation to this Deed, no immunity from those proceedings (including, without
limitation, suit, attachment prior to judgment, other attachment, the obtaining of
judgment, execution or other enforcement) will be claimed by or on behalf of itself or
with respect to its assets;






	 	(b)	 	waives any such right of immunity which it or its assets now has or may
subsequently acquire; and






(c) consents generally in respect of any such proceedings to the giving of any
relief or the issue of any process in connection with those proceedings, including,
without limitation, the making, enforcement or execution against any assets
whatsoever (irrespective of its use or intended use) of any order or judgment which
may be made or given in those proceedings.




	32.	 	GOVERNING LAW






This Deed is governed by Singapore law.



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



2



SCHEDULE 1




FORMS OF LETTER FOR ACCOUNT BANK




PART 1




NOTICE TO ACCOUNT BANK




To: [Account Bank]



[Date]




Dear Sirs,



Security Document dated [                    ] between Seamap Pte Ltd

and The Hongkong and Shanghai Banking Corporation Limited (the Security Document)




This letter constitutes notice to you that under the Security Document we have charged (by way
of a first fixed charge) in favour of The Hongkong and Shanghai Banking Corporation Limited (the
Lender) all our rights in respect of any amount moneys standing to the credit of any account
maintained by us with you (the Accounts).



We hereby give you irrevocable instructions and notice, and by acknowledging receipt of this
notice, you acknowledge and agree:




	(a)	 	to disclose to the Lender any information relating to any Account requested from you by the
Lender;






	(b)	 	that under the terms of the Security Document, we shall be entitled to operate and make any
withdrawal from the Accounts at any time until and unless you receive instructions from the
Lender that the security created under the Security Document has become enforceable;






	(c)	 	that upon receipt of instructions from the Lender that the security created under the
Security Document has become enforceable, you shall:






	 	(i)	 	hold all sums standing to the credit of any Account to the order of the Lender;






	 	(ii)	 	comply with the terms of any written notice or instruction relating to any
Account received by you from the Lender; and






	 	(iii)	 	pay or release any sum standing to the credit of any Account in accordance
with the written instructions of the Lender.





Upon receipt of instructions from the Lender that the security created under the Security
Document has become enforceable, we are not permitted to withdraw any amount from any Account
without the prior written consent of the Lender.



We acknowledge that you may comply with the instructions in this letter without any further
permission from us.



We enclose a copy of the Security Document.



The instructions in this letter may not be revoked or amended without the prior written
consent of the Lender.



This letter is governed by Singapore law.



Please confirm your agreement to the above by sending the attached acknowledgement to the
Lender at 21 Collyer Quay #08-01, HSBC Building, Singapore 049320 with a copy to ourselves.



Yours faithfully,



/s/MarkWelker



(Authorised Signatory)



Seamap Pte Ltd



PART 2





3






ACKNOWLEDGEMENT OF ACCOUNT BANK




[On the letterhead of the Account Bank]




	 	 	 
	To:

Copy:

	 	The Hongkong and Shanghai Banking Corporation Limited

Seamap Pte Ltd






[Date]




Dear Sirs,



Security Document dated [               ] between Seamap Pte Ltd

and The Hongkong and Shanghai Banking Corporation Limited (the Security Document)




We confirm receipt from Seamap Pte Ltd (the Chargor) of a notice dated [          ] of a
charge upon the terms of the Security Document over all the rights of the Chargor to any amount
standing to the credit of any of the Chargor’s accounts with us (the Accounts).



We confirm that we:




	(a)	 	accept the instructions contained in the notice and agree to comply with the notice;






	(b)	 	have not received notice of the interest of any third party in any Account;






	(c)	 	have neither claimed nor exercised, nor will claim or exercise, any security interest,
set-off, counter-claim or other right in respect of any Account; and






	(d)	 	upon receipt of instructions from the Lender that the security created under the Security
Document has become enforceable, will not permit any amount to be withdrawn from any Account
without your prior written consent.





The Accounts maintained with us are:



[Specify accounts and account numbers]



This letter is governed by Singapore law.



Yours faithfully,



.................................................



(Authorised signatory)


[Account Bank]



4



SCHEDULE 2




FORMS OF LETTER FOR RELEVANT CONTRACTS




PART 1




NOTICE TO COUNTERPARTY




To: [Contract party]



[Date]




Dear Sirs,



Security Document dated [                 ] between Seamap Pte Ltd

and The Hongkong and Shanghai Banking Corporation Limited (the Security Document)




This letter constitutes notice to you that under the Security Document we have assigned by way
of security to The Hongkong and Shanghai Banking Corporation Limited (the Lender) all our rights in
respect of [insert details of Contract] (the Contract).



We confirm that:




	(a)	 	we will remain liable under the Contract to perform all the obligations assumed by us under
the Contract; and






	(b)	 	none of the Lender, its agents, any receiver or any other person will at any time be under
any obligation or liability to you under or in respect of the Contract.





We will also remain entitled to exercise all our rights, powers and discretions under the
Contract, and you should continue to give notices under the Contract to us, unless and until you
receive notice from the Lender to the contrary stating that the security has become enforceable. In
this event, all the rights, powers and discretions will be exercisable by, and notices must be
given to, the Lender or as it directs.



This letter is governed by Singapore law.



Please acknowledge receipt of this letter by sending the attached acknowledgement to the
Lender at 21 Collyer Quay #08-01, HSBC Building, Singapore 049320.



Yours faithfully,



/s/Mark Welker



Seamap Pte Ltd



(Authorised signatory)



PART 2





5






Acknowledgement of Counterparty




	 
	To:The Hongkong and Shanghai Banking Corporation Limited (as Lender)

Copy:Seamap Pte Ltd

[Date]

	Dear Sirs,







We confirm receipt from Seamap Pte Ltd (the Chargor) of a notice dated [                 ] of
an assignment on the terms of the Security Document dated [                 ] of all the Chargor’s
rights in respect of [insert details of the Contract] (the Contract).



We confirm that we will pay all sums due, and give notices, under the Contract as directed in
that notice.



This letter is governed by Singapore law.



Yours faithfully,



...............................



(Authorised signatory)



[Counterparty]



SIGNATORIES




Chargor



THE COMMON SEAL of



SEAMAP PTE LTD



was affixed to this deed



in the presence of:



/s/Guy Malden

Guy Malden

Director




/s/Mark Welker

Mark Welker

Director/Secretary





6