Exhibit 10.4





Exhibit 10.4




EXECUTION COPY




DATED MAY 27, 2010




(1) ERESEARCHTECHNOLOGY, INC

as Chargor




(2) CITIZENS BANK OF PENNSYLVANIA

as Chargee




 






CHARGE OVER SHARES AND SECURITIES




 








160 Queen Victoria Street

London EC4V 4QQ, UK

Tel: +44 (0) 20 7184 7000

Fax: +44 (0) 20 7184 7001









 


 









 






	 	 	 	 	 
	1. DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS
	 	 	2	 
	2. COVENANT TO PAY
	 	 	5	 
	3. FIXED SECURITY
	 	 	5	 
	4. FURTHER ASSURANCE
	 	 	5	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	6. UNDERTAKINGS
	 	 	7	 
	7. POWER TO REMEDY
	 	 	10	 
	8. RIGHTS OF THE CHARGEE
	 	 	10	 
	9. EXONERATION
	 	 	10	 
	10. APPOINTMENT OF RECEIVER OR ADMINISTRATOR
	 	 	11	 
	11. RECEIVER’S POWERS
	 	 	11	 
	12. PROTECTION OF PURCHASERS
	 	 	12	 
	13. POWER OF ATTORNEY AND DELEGATION
	 	 	12	 
	14. APPLICATION OF MONIES RECEIVED UNDER THIS DEED
	 	 	13	 
	15. RELEASE OF SECURITY
	 	 	13	 
	16. AMOUNTS PAYABLE
	 	 	14	 
	17. POWER OF SEVERANCE
	 	 	15	 
	18. NEW ACCOUNTS
	 	 	15	 
	19. MISCELLANEOUS
	 	 	15	 
	20. CALCULATIONS AND CERTIFICATES
	 	 	17	 
	21. NOTICES
	 	 	17	 
	22. GOVERNING LAW
	 	 	17	 
	23. ENFORCEMENT
	 	 	17	 
	SCHEDULE 1 SHARES
	 	 	21	 
	Execution Page
	 	 	22	 






 


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THIS DEED is dated May 27, 2010

BETWEEN:




	(1)	 	ERESEARCHTECHNOLOGY, INC, a company incorporated in Delaware with registration number
22-3264604 whose registered office is at 1818 Market Street, Suite 1000, Philadelphia, PA
19103, U.S.A. (the “Chargor”); and







	(2)	 	CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania State Chartered Savings Bank, whose registered
office is at 3025 Chemical Road, Suite 300, Plymouth Meeting, PA 19462 U.S.A. (the “Chargee”).






IT IS AGREED as follows:




	1.	 	DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS

	 
	1.1	 	Definitions







In this Deed the following terms shall have the following meanings:



	 	 	 
	Administrator

	 	means a person appointed under Schedule B1 to the
Insolvency Act 1986 to manage the Chargor’s affairs,
business and property.

	 
	 	 
	Business Day

	 	means a day other than a Saturday, Sunday or other
day on which commercial banks in both London and
Philadelphia, Pennsylvania are authorised or
required by law to close.

	 
	 	 
	Credit Agreement

	 	means the credit agreement in relation to a
$40,000,000 credit facility entered into on or about
the date of this Deed between the Chargor as
borrower and the Chargee as lender.

	 
	 	 
	Enforcement Event

	 	means an Event of Default under the Credit Agreement.

	 
	 	 
	Financial Collateral

	 	shall have the same meaning as in the Financial
Collateral Regulations.

	 
	 	 
	Financial
Collateral Regulations

	 	means the Financial Collateral Arrangements (No. 2)
Regulations 2003 (S.I. 2003/3226).

	 
	 	 
	Finance Documents

	 	means the Credit Agreement, this Deed and any other
document designated as a “Finance Document” by the
Chargee and the Chargor.

	 
	 	 
	LPA

	 	means the Law of Property Act 1925.

	 
	 	 
	Original Lender

	 	means Citizens Bank of Pennsylvania in its capacity
as the Lender under the Credit Agreement.

	 
	 
	Receiver

	 	means any person appointed by the Chargee to be a
receiver or receiver and manager or administrative
receiver or administrator of any property subject to
the Security created by this Deed.

	 
	 	 
	Related Securities 

Rights

	 	means all allotments, rights and benefits (including
all voting rights) at any time accruing, offered or
arising in respect of or incidental to any
Securities and all money or







 


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	 	property accruing or
offered at any time by way of conversion,
redemption, bonus, preference, option, dividend,
distribution, interest or otherwise in respect of
Securities.

	 
	 	 
	Secured Liabilities

	 	means the Obligations (as defined in the Credit
Agreement).

	 
	 	 
	Secured Parties

	 	means the Original Lender and any other Lender from
time to time under the Credit Agreement.

	 
	 	 
	Securities

	 	means:

	 
	 	 
	 

	 	(a)  the Shares; and

	 
	 	 
	 

	 	(b)  all other stocks, shares, bonds, notes,
warrants, options, coupons or other securities of
any kind whatsoever (including rights to acquire,
subscribe for or convert any of the same) whether in
bearer or registered form, and all other interests
now or in the future, in any person and whether the
same are held directly by or to the order of the
Chargor or by any trustee, fiduciary, clearance
system (including any depository for any clearance
system and any other person whose business is or
includes the provision of clearance services or the
provision of security accounts or any nominees or
depository for any such person), custody system,
settlement system or custodian on behalf of the
Chargor or whether the same have been delivered to
or to the order of the Chargee or its nominee
including all Related Securities Rights and all
rights against any such trustee, fiduciary,
clearance system or other person holding such to the
order of the Chargor.

	 
	 	 
	Security

	 	means a fixed charge, legal or equitable, pledge,
lien, assignment by way of security or other
security interest securing any obligation of any
person or any other agreement or arrangement having
a similar effect.

	 
	 	 
	Security Financial
Collateral
Arrangement

	 	shall have the same meaning as in the Financial
Collateral Regulations.
	 
	 	 
	Security Period

	 	means the period from the date of this Deed until
the date on which the Chargee is satisfied that all
of the Secured Liabilities have been irrevocably and
unconditionally paid and discharged in full.

	 
	 	 
	Shares

	 	means the shares specified in Schedule 1 (Shares) as
subject to charge under this Deed and all Related
Securities Rights in respect thereof.








	1.2	 	Construction

	 
	1.2.1	 	Unless a contrary indication appears, any reference in this Deed to:







	 	(a)	 	the singular includes the plural and vice versa;





 


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	 	(b)	 	the “Chargee” and the “Chargor” shall be construed so as to include their
successors in title, permitted assigns and permitted transferees;







	 	(c)	 	any enactment shall include reference to such enactment as re-enacted,
amended or extended;







	 	(d)	 	a Clause or a Schedule is a reference to a clause of or schedule to this
Deed, and references to this Deed include its Schedules;







	 	(e)	 	this Deed shall be construed as references also to any separate or
independent stipulation or agreement contained in it;







	 	(f)	 	this Deed, any other Finance Document or any other agreement shall be
construed as a reference to this Deed or such other document or agreement as the
same may have been modified, extended, restated, amended, varied, supplemented or
novated from time to time in accordance with its terms (which, as the Chargor
specifically agrees and acknowledges in relation to the Finance Documents may
include, without limitation, (i) any increase or reduction in any amount made
available under any of them and/or any alteration and/or addition to the purposes
for which any such amount, or increased or reduced amount, may be used, (ii) any
ancillary facilities provided in substitution for or in addition to the facilities
originally made available under any of them, (iii) any rescheduling of the
indebtedness incurred under any of them whether in isolation or in connection with
any of the foregoing, and (iv) any combination of any of the foregoing);







	 	(g)	 	any form of property or asset (including a Charged Asset) shall include a
reference to all or any part of that property or asset);







	 	(h)	 	unless the context otherwise requires, a reference to a statute or
provision of any kind or any provision thereof is to be construed as a reference to
that statute or such provision thereof as it may be amended, modified, extended,
consolidated, re-enacted or replaced from time to time and shall also include all
bye-laws, instruments, orders and regulations for the time being made thereunder or
otherwise deriving validity therefrom;







	 	(i)	 	Unless the context requires otherwise, words and expressions defined or
construed in the Credit Agreement and any other Finance Document and which are not
defined or construed in this Deed shall bear the same meanings when used in this
Deed;

	 
	 	(j)	 	the word “including” is without limitation; and

	 
	 	(k)	 	an Enforcement Event is “continuing” if it has not been waived.







	1.2.2	 	Section, Clause and Schedule headings are for ease of reference only.

	 
	1.2.3	 	The words “other”, “or otherwise” and “whatsoever” shall not be construed eiusdem generis or
be construed as any limitation upon the generality of any preceding words or matters
specifically referred to.

	 
	1.3	 	Third party rights







A person who is not a party to this Deed has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.


 


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	1.4	 	Declaration of trust

	 
	 	 	The Chargee hereby declares (and each Chargor hereby acknowledges) that the covenants of
the Chargor contained in this Deed and the Security and other rights, title and interests
constituted by this Deed and Securities paid to the Chargee or held by the Chargee
pursuant to or in connection with this Deed are held by the Chargee as trustee for and on
behalf of the Secured Parties on the basis of the duties, obligations and
responsibilities set out in the Credit Agreement and the Chargee shall have coupled
duties, obligations and responsibilities (including without limitation but only to the
extent permitted by law, any duties, obligations or responsibilities provided for
pursuant to the terms of the Trustee Act 2000 or otherwise).

	 
	1.5	 	Effect as a deed







This Deed is intended to take effect as a deed notwithstanding that the Chargee may have
executed it under hand only.




	2.	 	COVENANT TO PAY







Covenant to pay Secured Liabilities




The Chargor covenants with the Chargee that it shall on demand pay and discharge the
Secured Liabilities to the Chargee when due in accordance with the terms of the Finance
Documents.




	3.	 	FIXED SECURITY







Creation of fixed security




The Chargor charges to the Chargee, by way of fixed charge with full title guarantee as a
continuing security for the payment and discharge of the Secured Liabilities, all of its
present and future rights to, and title and interest from time to time in the Securities.




	4.	 	FURTHER ASSURANCE

	 
	4.1	 	General assurance







The Chargor shall immediately upon request by the Chargee execute (in such form as the
Chargee may require) such documents (including assignments, transfers, charges, notices
and instructions) in favour of the Chargee or its nominees and do all such assurances and
things as the Chargee may require to:




	 	(a)	 	perfect and/or protect (by registration or in any other way) the Security
created or intended to be created by this Deed;







	 	(b)	 	confer upon the Chargee Security over the Securities situated outside
England and Wales equivalent or similar to the Security intended to be conferred by
or pursuant to this Deed;

	 
	 	(c)	 	facilitate the realisation of all or any part of the Securities; and/or







	 	(d)	 	exercise all powers, authorities and discretions conferred on the Chargee
or any Receiver pursuant to this Deed or by law.







	4.2	 	Further advances







This Deed secures advances already made and further advances to be made.


 


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	5.	 	REPRESENTATIONS AND WARRANTIES

	 
	5.1	 	Representations and warranties







The Chargor represents and warrants in favour of the Chargee as follows:




	 	(a)	 	that it is a corporation, duly incorporated validly existing under the
laws of its jurisdiction and it has the power to own its assets and carry on its
business as it is being conducted;







	 	(b)	 	that all necessary authorisations and consents to enable or entitle it to
enter into this Deed and create the Security hereby created or intended to be
created have been obtained and these will remain in full force and effect during the
existence of this Security;







	 	(c)	 	that this Deed constitutes legal, valid, binding and enforceable
obligations upon it and constitutes valid and effective Security over all and every
part of its Securities in accordance with its terms and with the ranking and
priority such Security is expressed to have;







	 	(d)	 	that the entry into and performance by it of, and the transactions
contemplated by, this Deed do not and shall not conflict with:







	 	(i)	 	any law or regulation applicable to it;

	 
	 	(ii)	 	its constitutional documents; or

	 
	 	(iii)	 	any agreement or instrument binding upon it or any
of its Securities.







	 	(e)	 	that it is the sole legal and beneficial owner with full title guarantee
of all its Securities and that no Security affects it or any of the Securities
except as permitted by the Chargee, and that the Securities are not subject to any
lien, option to purchase, pre-emption or any similar right.







	 	(f)	 	that there are no agreements or arrangements (including, but not limited
to, any restrictions on transfer or rights of pre-emption) affecting the Securities
in any way or which would or might in any way fetter or otherwise prejudice the
rights of the Chargor or any mortgagee or chargee of the Securities.







	 	(g)	 	that the Shares are duly authorised, validly issued and fully paid (or
credited as fully paid up) and there are no monies or liabilities outstanding in
respect of any of the Shares;







	 	(h)	 	that, other than the Memorandum and Articles of Association or other
constitutive documents of the Company and this Deed, no agreement exists between the
Chargor and any other shareholder of the Company in respect of the share capital of
the Company or their respective holdings in such share capital.







	 	(i)	 	that the Chargor is not, whether under its registered name in its
jurisdiction of incorporation or any other name, registered at the Companies
Registry of England and Wales as an overseas company under Part 2 of the Overseas
Companies Regulations 2009 (SI 2009/1801); that the Securities constitute 65% of the
entire issued share capital of the Company.







	5.2	 	Repetition





 


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The representations and warranties set out in this Clause 5 (Representations and
Warranties) are made on the date of this Deed and are (unless otherwise expressly stated)
deemed to be repeated by the Chargor on each day from the date of this Deed until the end
of the Security Period, with reference to the circumstances existing at the time they are
repeated.




	6.	 	UNDERTAKINGS

	 
	6.1	 	Restrictions on dealing with Securities







The Chargor shall not, without the prior written consent of the Chargee:




	 	(a)	 	permit any person other than the Chargor, the Chargee or the Chargee’s
nominee to be registered as holder of the Securities; or







	 	(b)	 	except as otherwise permitted under the Finance Documents, create or
attempt to create or permit to subsist any Security over or affecting any of the
Securities; or







	 	(c)	 	except as permitted under the Finance Documents, dispose (or attempt or
agree to dispose) of the Securities or any part of them.







	6.1.2	 	The Company







The Chargor shall procure that except with the prior written consent of the Chargee:




	 	(a)	 	no change is made to the present authorised or issued share capital of
the Company nor to the Memorandum and Articles of Association or other constitutive
documents of the Company other than changes which do not affect the Security
Interest created by this Deed or the Chargee’s ability to exercise its remedies
hereunder; and







	 	(b)	 	the Company shall not issue any shares, warrants, or other securities
other than to the existing shareholders of the Company in proportion to their
present shareholding in the Company, such securities issued to the Chargor to be
held on the terms of this Deed as Securities.







	6.1.3	 	Information







The Chargor shall provide a copy of any report, accounts circular or notice received in
respect of or in connection with any of the Securities to the Chargee without delay upon
receipt by the Chargor.




	6.2	 	Preservation of Security






6.2.1 The Chargor undertakes to the Chargee that it shall:




	 	(a)	 	not do or cause or permit to be done anything which could reasonably be
expected to in any way reduce, jeopardise or otherwise prejudice the value to the
Chargee of the Securities;







	 	(b)	 	take all such action as may be available to it for the purpose of
creating, perfecting or maintaining the Security created or intended to be created
pursuant to this Deed including using all best endeavours to obtain any necessary
consent (in form and content satisfactory to the Chargee), to enable the Securities
to be charged or assigned pursuant to this Deed. Immediately upon obtaining any
necessary consent the asset concerned shall become subject





 


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to the Security created by this Deed. The Chargor shall immediately deliver a
copy of each consent to the Chargee; and




	 	(c)	 	observe and perform in all respects all covenants, requirements and
obligations from time to time imposed on, applicable to or otherwise affecting the
Securities whether imposed by statute, law or regulation, contract, lease, licence,
grant or otherwise, carry out all registrations or renewals and generally do all
other acts and things (including the taking of legal proceedings), necessary or, in
the opinion of the Chargee, desirable to maintain, defend or preserve its right,
title and interest to and in the Securities without infringement by any third party.







	6.3	 	Securities

	 
	6.3.1	 	The Chargor shall:







	 	(a)	 	at the request of the Chargee on or after the date of this Deed or, where
Securities are acquired by it after the date of this Deed, on or after the date of
that acquisition, deliver to the Chargee, (or procure delivery to the Chargee) or as
it directs, all original certificates and any other documents evidencing title to
the Securities and transfers of the Securities executed in blank and shall promptly
deliver to the Chargee (or procure delivery to the Chargee), or as it directs, any
other documents relating to the Securities which the Chargee requires or deems
necessary or desirable; and







	 	(b)	 	unless it is permitted to retain such Related Securities Rights in
accordance with the terms of this Deed, upon the accrual, offer or issue of any
Related Securities Rights deriving from the Securities, deliver to the Chargee (or
procure delivery to the Chargee) or as it directs, all such Related Securities
Rights and the original certificates and documents of title to or representing the
same together with each of the documents required to be duly executed, completed and
delivered under and in accordance with the terms of this Deed;







	 	(c)	 	save with the prior written consent of the Chargee, not cause or permit
any of the Securities to be consolidated, sub-divided or converted and shall take
such action as the Chargee may direct in respect of any proposed compromise,
arrangement, capital organisation, conversion, exchange, repayment or takeover offer
affecting any of its Securities or any proposal to vary or abrogate any rights
attaching to any of the Securities;







	 	(d)	 	not without the prior written consent of the Chargee alter, amend or
substitute any of the provisions of the constitutional documents of any person in
which it holds Securities except to the extent permitted by the terms of the Finance
Documents;







	 	(e)	 	(at its own expense and cost) execute and deliver to the Chargee or as
the Chargee directs such documents, transfers and powers of attorney, give such
instructions and perform such other acts as the Chargee may reasonably require at
any time to convert any Securities in certificated form into uncertificated form;







	 	(f)	 	when requested by the Chargee, instruct any clearance system, settlement
system, custodian or similar person to transfer any Securities then held by any such
person for the account of the Chargor or its nominees to the account of the Chargee
(or its nominee) with such clearance, settlement or other system, or otherwise to
its order; and





 


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	 	(g)	 	duly and promptly pay all calls, instalments or other moneys which may
from time to time become due in respect of any of its Securities, it being
acknowledged by the Chargor that the Chargee shall not in any circumstances incur
any liability whatsoever in respect of any such calls, instalments or other moneys.







	6.3.2	 	Prior to the occurrence of an Enforcement Event which is continuing, the Chargor shall:







	 	(a)	 	be entitled to receive all dividends, interest and other monies arising
from the Securities; and







	 	(b)	 	exercise all voting rights in respect of the Securities provided that the
Chargor shall not exercise any voting rights in any manner which is for a purpose
inconsistent with the terms of any Finance Document or which in the opinion of the
Chargee may prejudice the value of, or the ability of the Chargee to realise, the
Security created by this Deed over the Securities.







	6.3.3	 	After the occurrence of an Enforcement Event which is continuing, the Chargee may in such
manner and on such terms as it sees fit (in the name of the Chargor or otherwise and without
the need for further consent from the Chargor):







	 	(a)	 	exercise (or refrain from exercising) any voting rights in respect of the
Securities; and/or







	 	(b)	 	apply all dividends and other monies arising from the Securities in
accordance with Clause 14 (Application of monies received under this Deed); and/or







	 	(c)	 	without prejudice to any other provision of this Deed, transfer the
Securities into the name of a nominee or transferee of the Chargee as the Chargee
may require; and/or







	 	(d)	 	exercise (or refrain from exercising) all or any of the powers and rights
conferred upon or exercisable by the legal or beneficial owner of the Securities
(including any powers and rights to nominate or remove a director).







	6.3.4	 	The Chargor shall promptly notify the Chargee of its acquisition of, or agreement to
acquire, any Securities.







	6.3.5	 	Exclusion of duties of Chargee







At any time when any Securities are registered in the name of the Chargee or its nominee,
the Chargee will not be under any duty to ensure that any dividends, distributions or
other monies payable in respect of those Securities are duly and promptly paid or
received by it or its nominee, or to verify that the correct amounts are paid or
received, or to take any action in connection with the taking up of any (or any offer of
any) stocks, shares, rights, monies or other property paid, distributed, accruing or
offered at any time by way of interest, dividend, redemption, bonus, rights, preference,
option, warrant or otherwise on or in respect of or in substitution for, any of those
Securities. The Chargor will make all payments which become due in respect of any
Securities in which it has an interest and, without prejudice to the foregoing, will
indemnify on demand the Chargee for any cost or expense incurred by the Chargee on making
any payments (which it may make at its discretion) which become due in respect of any of
the Securities.




	6.4	 	Notices of charge and/or assignment





 


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The Chargor shall at the request of the Chargee deliver to the Chargee or serve on any
debtor or other person as required by the Chargee:




	 	(a)	 	signed notices of assignment in respect of any of the Securities assigned
pursuant to this Deed and shall use its best endeavours to procure that each notice
is acknowledged by any debtor specified by the Chargee; and







	 	(b)	 	signed notices of charge in respect of any of the Securities charged
pursuant to this Deed and shall use its best endeavours to procure that each notice
is acknowledged by any debtor specified by the Chargee.







	7.	 	POWER TO REMEDY







If the Chargor defaults at any time in complying with any of its obligations contained in
this Deed, the Chargee shall, without prejudice to any other rights arising as a
consequence of such default, be entitled (but not bound) to make good such default and
the Chargor hereby irrevocably authorises the Chargee and its employees and agents by way
of security to do all such things (including, without limitation, entering the Chargor’s
property) necessary or desirable in the opinion of the Chargee in connection therewith.
Any monies so expended by the Chargee shall be repayable by the Chargor to the Chargee on
demand from the date of payment by the Chargee until such repayment, both before and
after judgment. No exercise by the Chargee of its powers under this Clause shall make it
liable to account as a mortgagee in possession.




	8.	 	RIGHTS OF THE CHARGEE

	 
	8.1	 	Enforcement







At any time after the occurrence of an Enforcement Event which is continuing, the
Security created pursuant to this Deed shall be immediately enforceable and the Chargee
may in its absolute discretion and without notice to the Chargor or the prior
authorisation of any court (unless required by law) enforce all or any part of the
Security created by this Deed and take possession of or dispose of all or any of the
Securities in each case at such times and upon such terms as it sees fit.




	9.	 	EXONERATION

	 
	9.1	 	Exoneration







Neither the Chargee nor any Receiver shall, by reason of it or such Receiver entering
into possession of the Securities, be liable to account as mortgagee in possession or be
liable for any loss or realisation or for any default or omission for which a mortgagee
in possession might be liable; but every Receiver duly appointed by the Chargee under the
powers in that behalf in this Deed contained shall for all purposes be deemed to be in
the same position as a receiver duly appointed by a mortgagee under the LPA save to the
extent that the provisions of that Act are varied by or are inconsistent with the
provisions of this Deed when the provisions of this Deed shall prevail and every such
Receiver and the Chargee shall in any event be entitled to all the rights, powers,
privileges and immunities conferred by the LPA on mortgagees and receivers duly appointed
under the LPA.




	9.2	 	Indemnity







The Chargee and every Receiver, attorney, delegate, manager, agent or other person
appointed by the Chargee hereunder shall be entitled to be indemnified out of the
Securities or any part of them in respect of all liabilities and expenses reasonably and


 


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properly incurred by it or him in the execution of any of the powers, authorities or
discretions vested in it or him pursuant to this Deed and against all actions,
proceedings, costs, claims and demands in respect of any matter or thing done or omitted
in any way relating to the Securities or any part of them. The Chargee and any such
Receiver may retain and pay all sums in respect of which it is indemnified out of any
monies received by it under the powers conferred by this Deed.




	10.	 	APPOINTMENT OF RECEIVER OR ADMINISTRATOR

	 
	10.1	 	Appointment







At any time on or after an Enforcement Event has occurred which is continuing, or at the
request of the Chargor or its directors, the Chargee may, without prior notice to the
Chargor, in writing (under seal, by deed or otherwise under hand), appoint:




	 	(a)	 	a Receiver in respect of the Securities or any of them and may similarly
from time to time (to the extent it is lawfully able) remove any Receiver and
appoint another in his place; or







	 	(b)	 	if permitted to do so by the relevant provision, one or more persons to
be an Administrator in accordance with paragraph 14 of Schedule B1 to the Insolvency
Act 1986.







	10.2	 	Multiple Receivers







Where more than one Receiver is appointed, each joint Receiver shall have the power to
act severally, independently of any other joint Receiver, except to the extent that the
Chargee may specify to the contrary in the appointment.




	10.3	 	Receiver as agent







A Receiver shall be the agent of the Chargor which shall be solely responsible for his
acts or defaults and for his remuneration (save for any acts or omissions caused by the
Receiver’s gross negligence or wilful default). No Receiver shall at any time act as
agent of the Chargee.




	10.4	 	Receiver’s remuneration







A Receiver shall be entitled to remuneration for his services at a rate to be determined
by the Chargee from time to time (and without being limited to any maximum rate specified
by any statute or statutory instrument).




	10.5	 	Actions of the Administrator







Save as provided for in statute or as otherwise agreed in writing by the Chargee, the
Chargee shall not have any liability for the acts or omissions of an Administrator.




	11.	 	RECEIVER’S POWERS

	 
	11.1	 	Powers







A Receiver shall have (and be entitled to exercise), in relation to the Securities over
which he is appointed the following powers (as the same may be varied or extended by the
provisions of this Deed):




	 	(a)	 	all of the powers of an administrative receiver set out in Schedule 1 to
the Insolvency Act 1986; and





 


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	 	(b)	 	the power to do all things which, in the opinion of the Receiver, are
incidental to any of the powers, functions, authorities or discretions conferred or
vested in the Receiver pursuant to this Deed or upon receivers by statute or law
generally (including borrowing or raising money either unsecured or on the security
of any Charged Asset of the Chargor, either in priority to this Security or
otherwise, for whatsoever purpose; the bringing or defending of proceedings in the
name of, or on behalf of, the Chargor; the collection and/or realisation of
Securities in such manner and on such terms as the Receiver sees fit; and the
execution of documents in the name of the Chargor (whether under hand, or by way of
deed or by utilisation of the company seal of the Chargor)).







	11.2	 	Powers may be restricted







The powers granted to a Receiver pursuant to this Deed may be restricted by the
instrument (signed by the Chargee), appointing him but they shall not be restricted by
any winding-up or dissolution of the Chargor.




	12.	 	PROTECTION OF PURCHASERS

	 
	12.1	 	Absence of enquiry







No person or persons dealing with the Chargee or any Receiver shall be concerned to
enquire whether any event has happened upon which any of the powers in this Deed are or
may be exercisable or otherwise as to the propriety or regularity of any exercise of such
powers or of any act purporting or intended to be an exercise of such powers or whether
any amount remains secured by this Deed. All the protections to purchasers and persons
dealing with receivers contained in sections 104, 107 and 109(4) of the LPA shall apply
to any person purchasing from or dealing with the Chargee or any such Receiver.




	12.2	 	Receipt: conclusive discharge







The receipt of the Chargee or any Receiver shall be a conclusive discharge to any
purchaser of the Securities.




	13.	 	POWER OF ATTORNEY AND DELEGATION

	 
	13.1	 	Power of attorney: general







The Chargor hereby irrevocably and by way of security appoints the Chargee and any
Receiver severally to be its attorney in its name and on its behalf and as its act and
deed:




	 	(a)	 	to execute and deliver any documents or instruments which the Chargee or
such Receiver requires for perfecting the title of the Chargee to the Securities or
for vesting the same in the Chargee, its nominee or any purchaser;







	 	(b)	 	to sign, execute, seal and deliver any further security document which
the Chargor is required to enter into pursuant to this Deed; and







	 	(c)	 	otherwise generally to sign, seal, execute and deliver all deeds,
assurances, agreements and documents and to do all acts and things which may be
required for the full exercise of all or any of the powers conferred on the Chargee
or any Receiver under this Deed or which the Chargor is required to do pursuant to
this Deed but has not done promptly following reasonable request by the Chargee or
which may be deemed expedient by the Chargee or a Receiver in connection with any
preservation, disposition, realisation or getting in by the





 


12









 











Chargee or such Receiver of the Securities or in connection with any other
exercise of any other power under this Deed.




	13.2	 	Power of attorney: ratification

	 
	 	 	The Chargor ratifies and confirms and agrees to ratify and confirm all acts and things
which any attorney mentioned in this Clause 13 (Power of attorney and delegation) does in
exercise of the powers granted by this Clause.

	 
	13.3	 	Power of attorney: general delegation







The Chargee and any Receiver shall have full power to delegate the powers, authorities
and discretions conferred on it or him by this Deed (including the power of attorney), on
such terms and conditions as it or he shall see fit which shall not preclude exercise of
those powers, authorities or discretions by it or him or any revocation of the delegation
or any subsequent delegation.




	14.	 	APPLICATION OF MONIES RECEIVED UNDER THIS DEED







Any monies received under the powers hereby conferred shall, subject to the repayment of
any claims having priority to those secured by this Deed and to any applicable statutory
requirement as to (i) the payment of preferential debts or (ii) the payment of unsecured
creditors in accordance with Section 176A Insolvency Act 1986, be applied for the
following purposes and in the following order of priority:




	 	(a)	 	in satisfaction of all costs, charges and expenses and payments
(including payments made in accordance with paragraphs (i), (ii) and (iii) of
Section 109(8) of the LPA), made or incurred by the Chargee or the Receiver and of
remuneration to the Receiver in such order as the Chargee shall in its absolute
discretion decide;







	 	(b)	 	in or towards satisfaction of the Secured Liabilities which shall be
applied in such order as the Chargee shall in its absolute discretion decide; and







	 	(c)	 	the surplus, if any, shall be paid to the Chargor or other person or
persons entitled to it,







provided that the Chargee may credit any monies received under this Deed to a suspense
account for so long and in such manner as the Chargee may from time to time determine and
the Receiver may retain the same for such period as he and the Chargee consider
appropriate.




	15.	 	RELEASE OF SECURITY

	 
	15.1	 	Release







The Chargee shall, at the request and cost of the Chargor, execute all such documents (in
a form acceptable to the Chargee) and do all such deeds, acts and things as are
reasonably necessary to release and/or reassign the Securities from the security created
by or in accordance with this Deed once the Chargee has determined to its satisfaction
that all of the Secured Liabilities have been irrevocably and unconditionally paid and
discharged in full.




	15.2	 	Avoidance of payments







	15.2.1	 	No amount paid, repaid or credited to the Chargee shall be deemed to have been irrevocably
paid or discharged if the Chargee considers that the payment or credit of such





 


13









 











amount is capable of being avoided or reduced because of any laws applicable on
bankruptcy, insolvency, liquidation or any similar laws.




	15.2.2	 	If any amount paid, repaid or credited to the Chargee is avoided or reduced because of any
laws applicable on bankruptcy, insolvency, liquidation or any similar laws then any release,
discharge or settlement between the Chargee and the Chargor shall be deemed not to have
occurred and the Chargee shall be entitled to enforce this Deed subsequently as if such
release, discharge or settlement had not occurred and any such payment had not been made.







	16.	 	AMOUNTS PAYABLE

	 
	16.1	 	No deduction







Unless the terms of any Finance Document otherwise require or permit, all payments to be
made by the Chargor under this Deed shall be made without any set-off, counterclaim or
equity and (subject to the following sentence), free from, clear of and without deduction
for any taxes, duties, levies, imposts or charges whatsoever, present or future. If the
Chargor is compelled by the law of any applicable jurisdiction (or by an order of any
regulatory authority in such jurisdiction), to withhold or deduct any sums in respect of
taxes, duties, levies, imposts or charges from any amount payable to the Chargee under
this Deed, or if any such withholding or deduction is made in respect of any recovery
under this Deed, the Chargor shall pay such additional amount so as to ensure that the
net amount received by the Chargee shall equal the full amount due to it under the
provisions of this Deed had no such withholding or deduction been made.




	16.2	 	Currency of payment







The obligation of the Chargor under this Deed to make payments in any currency shall not
be discharged or satisfied by any tender, or recovery pursuant to any judgment or
otherwise, expressed in or converted into any other currency, except to the extent that
tender or recovery results in the effective receipt by the Chargee of the full amount of
the currency expressed to be payable under this Deed.




	16.3	 	Currency indemnity







If any sum due from the Chargor under this Deed (a “Sum”), or any order, judgment or
award given or made in relation to a Sum, has to be converted from the currency (the
“First Currency”), in which that Sum is payable into another currency (the “Second
Currency”), for the purpose of:




	 	(a)	 	making or filing a claim or proof against the Chargor;







	 	(b)	 	obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings; or

	 
	 	(c)	 	applying the Sum in satisfaction of any of the Secured Liabilities,







the Chargor shall, as an independent obligation, within three Business Days of demand,
indemnify the Chargee against any cost, loss or liability arising out of or as a result
of the conversion including any discrepancy between (A) the rate of exchange used to
convert that Sum from the First Currency into the Second Currency and (B) the rate or
rates of exchange available to the Chargee at the time of its receipt of that Sum.


 


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	16.4	 	The Chargor waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.







	17.	 	POWER OF SEVERANCE







In the exercise of the powers conferred by this Deed, the Chargee or any Receiver may
sever and sell plant, machinery or other fixtures separately from the property to which
they may be annexed and the Chargee or any Receiver may apportion any rent or other
amount without the consent of the Chargor.




	18.	 	NEW ACCOUNTS







If the Chargee receives notice of any subsequent charge or other interest affecting any
part of the Securities it may, without prejudice to its rights under this Deed, open a
fresh account or accounts with the Chargor and continue any existing account in the name
of the Chargor and may appropriate to any such fresh account any monies paid in, received
or realised for the credit of the Chargor after that time without being under any
obligation to apply the same or any part of them in discharge of any of the Secured
Liabilities. If the Chargee fails to open a fresh account it will be deemed to have done
so with the effect that any monies received or realised after that time will not reduce
the Secured Liabilities at the time when the Chargee received notice.




	19.	 	MISCELLANEOUS

	 
	19.1	 	The Chargor







	19.1.1	 	This Deed is binding on the successors and assigns of the Chargor. The covenants,
agreements, obligations and liabilities of the Chargor contained in this Deed or implied on
their part are joint and several and shall be construed accordingly.







	19.2	 	Assignment and transfer







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







	19.2.2	 	The Chargee may at any time assign and transfer all or any of its rights in relation to this
Deed to any person.







	19.3	 	Financial Collateral







To the extent that any of the Securities constitute Financial Collateral the Chargor
agrees that such Securities shall be held or designated so as to be under the control of
the Chargee (or by a person acting on its behalf) for the purposes of the Financial
Collateral Regulations. To the extent that any of the Securities constitute Financial
Collateral and are subject to a Security Financial Collateral Arrangement created by or
pursuant to this Deed, the Chargee shall have the right at any time after this Deed
becomes enforceable, to appropriate all or any part of such Securities in or towards the
payment or discharge of the Secured Liabilities. The value of any Securities appropriated
in accordance with this Clause shall be the price of such Securities at the time the
right of appropriation is exercised, as listed on any recognised market index, or as
determined by such other method as the Chargee may select (acting reasonably). The
Chargor agrees that the methods of valuation provided for in this Clause are commercially
reasonable for the purposes of Regulation 18 of the Financial Collateral Regulations.


 


15









 






	19.4	 	Effectiveness of Security







	19.4.1	 	Neither the obligations of the Chargor under this Deed nor the Security created by this Deed
will be affected by:







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







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







	 	(g)	 	the Chargor or other person being or becoming insolvent or subject to any
insolvency proceedings or procedure; or







	 	(h)	 	any other act, event or omission which but for this provision would or
might impair, reduce, release or otherwise affect the obligations of, or any
Security created by, the Chargor under this Deed.







	19.5	 	Continuing Security







This Deed shall be a continuing security and shall not be discharged by any intermediate
payment or satisfaction of the whole or any part of the Secured Liabilities.




	19.6	 	Additional Security







This Deed shall be in addition to and not be affected by any other security or guarantee
now or hereafter held by the Chargee for all or any part of the Secured Liabilities nor
shall any such other security or guarantee of liability to the Chargee of or by any
person not a party to this Deed be in any way impaired or discharged by this Deed nor
shall this Deed in any way impair or discharge such other security or guarantee.




	19.7	 	Variation of Security







This Deed shall not in any way be affected or prejudiced by the Chargee at any time
dealing with, exchanging, releasing, varying or abstaining from perfecting or enforcing
any security or guarantee referred to in Clause 19.6 (Additional Security) or any rights
which the Chargee may at any time have or giving time for payment or granting any
indulgence or compounding with any person whatsoever.




	19.8	 	Enforcement of other Security







The Chargee shall not be obliged to enforce any other Security it may hold for the
Secured


 


16









 






Liabilities before enforcing any of its rights under this Deed.




	19.9	 	Redemption of prior encumbrances







At any time on or after an Enforcement Event which is continuing, the Chargee may redeem
or take a transfer of any prior Security over the Securities and may agree the accounts
of holders of any prior Security. An agreed account shall be conclusive and binding on
the Chargor. Any amount paid in connection with such redemption or transfer (including
expenses), shall be paid on demand by the Chargor to the Chargee and until such payment
shall form part of the Secured Liabilities.




	20.	 	REMEDIES AND WAIVERS CUMULATIVE







Save as expressly provided in this Deed, no failure to exercise, nor delay in exercising,
on the part of the Chargee, any right or remedy under this Deed shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise, or the exercise of any other right or remedy. The rights and
remedies of the Chargee provided in this Deed are cumulative and not exclusive of any
rights or remedies provided by law.




	21.	 	PARTIAL INVALIDITY







If, at any time, any provision of this Deed is or becomes illegal, invalid or
unenforceable in any respect under the law of any relevant jurisdiction, neither the
legality, validity or enforceability of the remaining provisions, nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction,
will in any way be affected or impaired.




	22.	 	TAX

	 
	22.1	 	Stamp taxes







The Chargor covenants to pay to the Chargee immediately on demand a sum equal to any
liability which the Chargee incurs in respect of stamp duty, registration fees and other
taxes which is or becomes payable in connection with the entry into, performance or
enforcement of this Deed (including any interest, penalties, liabilities, costs and
expenses resulting from any failure to pay or delay in paying any such duty, fee or tax).




	22.2	 	Value added tax







Where this Deed requires the Chargor to reimburse the Chargee for any costs or expenses
the Chargor shall at the same time pay and indemnify the Chargee against all Value Added
Tax (or any tax of a similar nature) incurred by the Chargee in respect of the costs and
expenses to the extent that the Chargee determines that it is not entitled to credit or
repayment of the Value Added Tax (or other tax of a similar nature).




	23.	 	ENTIRE AGREEMENT







This Deed, together with the Credit Agreement and any other Finance Document constitutes
the entire agreement among the parties hereto and cancels and supersedes any prior
agreements, undertakings, declarations or representations, written or verbal, in respect
thereof.




	24.	 	SEVERABILITY







Any provision of this Deed which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability


 


17









 






without invalidating the remaining provisions of this Deed or affecting the validity or
enforceability of such provision in any other jurisdiction.




	25.	 	COUNTERPARTS







This Deed may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of the Deed.




	26.	 	COSTS AND EXPENSES







The Chargor shall on demand reimburse the Chargee or any Receiver (or other attorney,
agent, manager or person appointed by the Chargee or a Receiver under this Deed) for:




	 	(a)	 	all costs and expenses (including legal fees) reasonably and properly
incurred by the Chargee (or other such person) in connection with the completion of
the transactions contemplated by this Deed; and







	 	(b)	 	all costs and expenses (including legal fees) incurred by the Chargee (or
other such person) in connection with the exercise, preservation and/or enforcement
or attempted enforcement of the Security created or contemplated by this Deed.







	27.	 	CALCULATIONS AND CERTIFICATES

	 
	27.1	 	Accounts







In any litigation or arbitration proceedings arising out of or in connection with this
Deed, the entries made in the accounts maintained by the Chargee in connection with this
Deed are prima facie evidence of the matters to which they relate.




	27.2	 	Certificates and determinations







Any certification or determination by the Chargee of a rate or amount under this Deed and
in accordance with a Finance Document is, in the absence of manifest error, conclusive
evidence of the matters to which it relates.




	28.	 	NOTICES

	 
	28.1	 	Communications in writing







Any demand, notice or other communication to be made under or in connection with this
Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter
and shall be in English.




	28.2	 	Address







The address and fax number (and the department or officer, if any, for whose attention
the communication is to be made) of the Chargor and the Chargee for any communication or
document to be made or delivered under or in connection with this Deed is as set out
below or any substitute address or fax number or department or officer as each party may
notify the other by not less than five Business Days’ notice.




	28.3	 	Delivery







	28.3.1	 	Any communication or document made or delivered to the Chargor under or in connection with
the Deed will only be effective:







	 	(a)	 	if by way of fax when received in legible form; or





 


18









 











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







and, if a particular department or officer is specified as part of its address details
provided under Clause 28.2 (Address), if addressed to that department or officer.




	28.3.2	 	Any communication or document to be made or delivered to the Chargee will be effective only
when actually received by it and then only if it is expressly marked for the attention of the
department or officer identified with its signature below (or any substitute department or
officer as the Chargee shall specify for this purpose).







	28.3.3	 	The initial details for the purposes of this Clause 28 are:






(a) The Chargor:



eResearch Technology, Inc.



	 	 	 
	Address:

	 	1818 Market Street, Suite 1000
	 

	 	Philadelphia, PA 19103
	 
	 	 
	Fax No.

	 	215-972-0414






(Marked for the attention of: Keith D Schneck, Chief Financial Officer)



With a copy to Duane Morris LLP



	 	 	 
	Address:

	 	30 S. 17th Street
	 

	 	Philadelphia, PA 19103
	 
	 	 
	Fax No.

	 	215-689-4405







(Marked for the attention of: Thomas G. Spencer)




(b) The Chargee:




Citizens Bank of Pennsylvania



	 	 	 
	Address:

	 	3025 Chemical Road, Suite 300
	

	 	Plymouth Meeting, PA 19462


	 
	 	 
	Fax No.

	 	
610-941-4185







(Marked for the attention of Dale R. Carr)




	29.	 	GOVERNING LAW







This Deed is governed by English law.




	30.	 	ENFORCEMENT AND JURISDICTION







	30.1	 	The parties to this Deed irrevocably agree that, subject as provided below, the courts of
England and Wales shall have exclusive jurisdiction over any claim or matter arising out of or
in connection with this Deed.







	30.2	 	This Clause 30 is for the benefit of the Chargee only. As a result, nothing in this Clause
shall limit the right of the Chargee to take proceedings against the Chargor in any other
court of competent jurisdiction, nor shall the taking of proceedings in any one or more





 


19









 





	 	 	jurisdictions preclude the taking of
proceedings in any other jurisdictions,
whether concurrently or not, to the extent
permitted by the law of such other
jurisdiction.







	30.3	 	Service of process







Without prejudice to any other mode of service allowed under any relevant law, the
Chargor:




	 	(a)	 	irrevocably appoints eResearch Technology UK 1 Limited as its agent for
service of process in relation to any proceedings before the English courts in
connection with this Deed; and







	 	(b)	 	agrees that failure by a process agent to notify the Chargor of the
process will not invalidate the proceedings concerned.






IN WITNESS whereof this Deed has been duly executed and delivered as a Deed on the date first above
written.


 


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SCHEDULE 1




Shares




	 	 	 	 	 
	 	 	 	 	Number of shares or amount
	Registered Issuer	 	Total Number of issued shares	 	of stock
	eResearchTechnology 

UK 1 Limited (company number 07255547)

	 	260 ordinary shares of £1 each
	 	169 Ordinary shares of £1 each






 


21









 





Execution Page




	 	 	 	 	 
	The Chargor
	 	 	 	 
	 
	 	 	 	 
	SIGNED AND DELIVERED as a deed by
	 	 	 	 
	ERESEARCHTECHNOLOGY, INC.
	 	 	 	 
	 
	 	 	 	 
	acting by a director in the presence of:
	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ Michael McKelvey	 	 
	 	 	 

Director
	 	 
	 
	 
	/s/ Janice McKelvey

	 	 	 	 
	 

Witness

	 	 	 	 
	Name: Janice McKelvey
	 	 	 	 
	 
	 	 	 	 
	Address: 5512 Little Falls Road, 

Arlington, VA 22207
	 	 	 	 
	 
	 	 	 	 
	The Chargee
	 	 	 	 
	 
	 	 	 	 
	SIGNED AND DELIVERED as a deed by
	 	 	 	 
	CITIZENS BANK OF PENNSYLVANIA
	 	 	 	 
	 
	 	 	 	 
	acting by an authorised signatory 

in the presence of:
	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ Dale Carr	 	 
	 	 	 

Authorised signatory
	 	 
	 
	 
	/s/ Nicole Jackson

	 	 	 	 
	 

Witness

	 	 	 	 
	Name: Nicole Jackson
	 	 	 	 
	 
	 	 	 	 
	Address: 3025 Chemical Road, 

Plymouth Meeting, PA 19462
	 	 	 	 







 


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