EXHIBIT 10.11


 


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


 


	
  DATED

  	
   

  	
  JUNE 24,
  2004

  



 


VIEWSONIC
EUROPE LIMITED


and others as
Chargors


 


and


 


BURDALE
FINANCIAL LIMITED


 


 












DEED OF
DEBENTURE












 


 


Nabarro
Nathanson


Lacon
House


Theobald’s
Road


London  WC1X 8RW


 


Tel:  020
7524 6000


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Subject
  matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND
  INTERPRETATION

  	
  1

  
	
  2.

  	
   

  	
  FIXED SECURITY

  	
  7

  
	
  3.

  	
   

  	
  FLOATING
  CHARGE

  	
  9

  
	
  4.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
  9

  
	
  5.

  	
   

  	
  UNDERTAKINGS

  	
  12

  
	
  6.

  	
   

  	
  WHEN SECURITY BECOMES
  ENFORCEABLE

  	
  19

  
	
  7.

  	
   

  	
  ENFORCEMENT
  OF SECURITY

  	
  19

  
	
  8.

  	
   

  	
  RECEIVER

  	
  21

  
	
  9.

  	
   

  	
  POWERS
  OF RECEIVER

  	
  22

  
	
  10.

  	
   

  	
  APPLICATION
  OF PROCEEDS

  	
  25

  
	
  11.

  	
   

  	
  EXPENSES
  AND INDEMNITY

  	
  26

  
	
  12.

  	
   

  	
  DELEGATION

  	
  26

  
	
  13.

  	
   

  	
  FURTHER
  ASSURANCES

  	
  26

  
	
  14.

  	
   

  	
  POWER OF
  ATTORNEY

  	
  27

  
	
  15.

  	
   

  	
  CONTINUING
  SECURITY

  	
  27

  
	
  16.

  	
   

  	
  MISCELLANEOUS

  	
  29

  
	
  17.

  	
   

  	
  RELEASE

  	
  30

  
	
  18.

  	
   

  	
  RIGHTS
  AND REMEDIES

  	
  30

  
	
  19.

  	
   

  	
  NOTICES

  	
  31

  
	
  20.

  	
   

  	
  GOVERNING LAW AND
  JURISDICTION

  	
  31

  



 


	
  SCHEDULE 1

  	
  The Chargors

  	
  32

  
	
  SCHEDULE 2

  	
  Mortgaged Property

  	
  33

  
	
  SCHEDULE 3

  	
  Forms of Notice to
  Banks and Acknowledgement

  	
  34

  
	
   

  	
  Part I - Blocked Accounts

  	
  34

  
	
   

  	
  Part II - Other Accounts Other
  Accounts Notice

  	
  34

  
	
  SCHEDULE 4

  	
  Group Shares

  	
  41

  
	
  SCHEDULE 5

  	
  Other Accounts

  	
  42

  
	
  SCHEDULE 6

  	
  Deed of Accession

  	
  43

  
	
  SCHEDULE 7

  	
  Specified
  Intellectual Property

  	
  47

  
	
  SCHEDULE 8

  	
  Specified Equipment

  	
  48

  



 


i

















 


DEED OF DEBENTURE


 


	
  DATE

  	
  JUNE  2004

  



 


 


PARTIES


 


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


 


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


 


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


 


RECITALS


 


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


 


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


 


IT IS AGREED AS
FOLLOWS:


 


1.                           DEFINITIONS AND INTERPRETATION


 


1.1                                          In this Deed:


 


“Blocked Accounts”


 


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


 


“Book Debts”


 


means:


 


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


 


1

















 


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


 


“Charged Accounts”


 


means
the Blocked Accounts and the Other Accounts;


 


“Dangerous Substance”


 


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


 


“Deed of Accession”


 


means a
deed of accession substantially in the form set out in Schedule 6;


 


“Environmental Law”


 


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


 


“Environmental Licence”


 


means
any consent, approval, authorisation, exemption, licence, order, permission,
condition, recording, registration, variation, modification or transfer
required by any Environmental Law;


 


“Environmental Proceedings”


 


means
any written claim or demand or any criminal, civil, judicial, regulatory or
administrative proceedings, suit or action or other enforcement process brought
or taken under any Environmental Laws (including without limitation any written
claim or demand etc in respect of any Remedial Works) or any matter which would
be the subject of any such written claim or demand etc but where liability has
been admitted or otherwise settled or agreed;


 


“Equipment”


 


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


 


2

















 


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


 


“Event of Default”


 


is
defined in the Facility Agreement;


 


“Facility Agreement”


 


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


 


“Facility Company”


 


is
defined in the Facility Agreement;


 


“Finance Documents”


 


is
defined in the Facility Agreement;


 


“Fixtures”


 


means
all fixtures and fittings (including, without limitation, those of trade) and
fixed plant and machinery on the Mortgaged Property;


 


“Group Shares”


 


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


 


“Insurances”


 


means
all contracts and policies of insurance taken out by or for a Chargor or in
which any Chargor has an interest (to the extent of that interest);


 


“Intellectual Property”


 


means
all subsisting patents and subsisting rights of a similar nature held in any
part of the world, applications for patents and such rights, divisions and
continuations of such applications for patents, registered and unregistered
trade marks, registered designs, utility models (in each case for their full
period and all extensions and renewals of them), applications for any of them
and the right to apply for any of them in any part of the world, inventions,
confidential information, Know-how, business names, trade names, brand names,
copyright and rights in the nature of copyright, design rights and get-up and
any similar rights existing in any country; and the benefit (subject to the
burden) of any and all


 


3

















 


agreements,
arrangements and licences in connection with any of the foregoing including but
not limited to the Specified Intellectual Property;


 


“Know-how”


 


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


 


“Local Accounts”


 


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


 


“Mortgaged Property”


 


means
any freehold or leasehold property (including the Premises) the subject of the
security created by this Deed;


 


“Obligors”


 


is
defined in the Facility Agreement;


 


“Other Accounts”


 


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


 


“Permitted Security Interest”


 


means
any Security Interest which any Chargor is permitted to create or maintain
under the terms of the Facility Agreement;


 


“Premises”


 


means
any building or other edifice on the Mortgaged Property or other Security
Asset;


 


“receiver”


 


includes
any receiver, receiver and manager or administrative receiver;


 


“Receiver”


 


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


 


4

















 


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


 


“Related Rights”


 


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


 


“Remedial Works”


 


means:


 


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


 


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


 


“Secured Liabilities”


 


means
all present and future obligations and liabilities, whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever, of each Obligor to Burdale except for any obligation which, if it
were so included, would result in a contravention of section 151 of the
Companies Act 1985;


 


“Security Assets”


 


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


 


“Security Interest”


 


is
defined in the Facility Agreement;


 


“Security Period”


 


means
the period beginning on the date of this Deed and ending on the date on which
the Secured Liabilities have been irrevocably and unconditionally satisfied in
full.  If any amount paid by any Chargor
and/or in connection with the satisfaction of the Secured Liabilities is
capable of being avoided or otherwise set aside on the liquidation or
administration of such Chargor or otherwise, then that amount shall not be
considered to have been irrevocably paid for the purpose of this Deed;


 


5

















 


“Security Shares”


 


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


 


“Specified Equipment”


 


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


 


“Specified Intellectual Property”


 


means
the registered Intellectual Property (if any) specified in Schedule 7 or in the Schedule to
any Deed of Accession.


 


1.2                                          Construction


 


1.2.1                                                    Any reference in this Deed to:


 


(a)                       “assets” includes present and future
properties, revenues and rights of every description;


 


(b)                      an “authorisation”
means an authorisation, consent, approval, licence, resolution, filing or
registration;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                          a charge or mortgage of any freehold or
leasehold property includes all Premises and Fixtures on that property, the
proceeds of sale of any part of that property, and the benefit of any covenants
for title (or any monies paid or payable in respect of them) given or entered
into by any predecessor in title in respect of that property;


 


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


 


1.3                                          Clause and schedule headings are for
ease of reference only.


 


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


 


6

















 


1.5                                          Capitalised terms defined in the Facility
Agreement have the same meaning when used in this Deed unless the context
requires otherwise.


 


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


 


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


 


1.8                                          Every disposition effected by this Deed is
made with full title guarantee.  The
other terms of this Deed do not limit or extend any of the covenants implied by
virtue of Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 but
create separate and independent obligations having effect cumulatively with
those implied covenants.


 


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


 


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


 


2.                            FIXED
SECURITY


 


Each
Chargor, as security for the payment and performance of the Secured Liabilities
and in the manner specified in clause
1.7 of this Deed:


 


2.1                                          charges in favour of Burdale by way of a
first legal mortgage all the property (if any) now belonging to it and
specified in Schedule 2 and
all other interests in any freehold or leasehold property now or in the future
belonging to it; and


 


2.2                                          charges in favour of Burdale by way of a
first fixed charge:


 


2.2.1                                                    (to the extent that they are
not within clause 2.1) all
interests in any freehold or leasehold property now or in the future belonging
to it;


 


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


 


2.2.3                                                    all of its benefits, claims
and returns of premiums in respect of the Insurances;


 


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


 


2.2.5                                                    its goodwill and its uncalled
capital both present and future;


 


7

















 


2.2.6                                                    its Book Debts, both
uncollected and collected, the proceeds of the same and all monies otherwise
due and owing to such Chargor but excluding the Charged Accounts and any
amounts standing to the credit of any Charged Account;


 


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


 


2.2.8                                                    its rights under any hedging
arrangements;


 


2.2.9                                                    any of its beneficial
interest, claim or entitlement in any pension fund;


 


2.2.10                                              the benefit of all permissions
of whatsoever nature and whether statutory or otherwise, held in connection
with its business or the use of any Security Asset and the right to recover and
receive all compensation which may be payable to it; and


 


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


 


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


 


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


 


provided
that:


 


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


 


2.4.2                                                    subject to sub-clause 5.4.3 whilst no Event of Default is
continuing, all voting rights attaching to the relevant Group Shares may be exercised
by the relevant Chargor or, where the shares have been registered in the name
of Burdale or its nominee, as the relevant Chargor may direct in writing, and
Burdale and any nominee of Burdale in whose name such Group Shares are
registered shall execute any form of proxy or other document reasonably
required in order for the relevant Chargor to do so; and


 


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


 


2.5.1                                                    the Specified Equipment; and


 


8

















 


2.5.2                                                    all spare parts and
replacements for and all modifications and additions to the Specified
Equipment.


 


3.                            FLOATING
CHARGE


 


3.1                                          Creation


 


Each
Chargor as security for the payment and performance of the Secured Liabilities
and in the manner specified in clause
1.7 of this Deed charges in favour of Burdale by way of a floating charge all
its assets not otherwise effectively mortgaged or charged by way of fixed
mortgage or charge by clause 2.


 


3.2                                          Conversion by
notice


 


Burdale
may by notice to any Chargor convert the floating charge created by this Deed
into a fixed charge in relation to all or any of such Chargor’s assets
specified in the notice if:


 


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


 


3.2.2                                                    an Event of Default has
occurred and is continuing; or


 


3.2.3                                                    Burdale becomes aware or has
reason to believe that steps have been taken which would, in the reasonable
opinion of Burdale, be likely to lead to the presentation of a petition to
appoint an administrator in relation to such Chargor (or that such a petition
has been presented or such an administrator has been appointed) or to wind up
such Chargor (or that such a petition has been presented).


 


3.3                                          No waiver


 


The
giving by Burdale of a notice pursuant to clause
3.2 in relation to any class of any Chargor’s assets, rights and property shall
not be construed as a waiver or abandonment of Burdale’s rights to give other
similar notices in respect of any other class of assets.


 


3.4                                          Insolvency
Act 1986


 


Paragraph
14 of Schedule B1 to the Insolvency Act 1986 applies to the floating
charge created by clause 3.2.


 


4.                            REPRESENTATIONS AND WARRANTIES


 


4.1                                          Making of
representations


 


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


 


9

















 


4.2                                          Capacity


 


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


 


4.3                                          Title


 


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


 


4.4                                          Environmental
Matters


 


4.4.1                                                    Save as disclosed in writing
by the relevant Chargor to Burdale prior to the date of this Deed, each Chargor
has at all times complied with all applicable Environmental Law including the
obtaining of and compliance with all requisite Environmental Licences (as
varied or modified from time to time).


 


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


 


4.4.3                                                    No circumstances exist which
will result in any Chargor having any requisite Environmental Licence revoked
or modified or varied in a material manner.


 


4.5                                          Mortgaged
Property


 


4.5.1                                                    The Chargor named as owner in
respect of any Mortgaged Property is the legal and beneficial owner of such
Mortgaged Property.


 


4.5.2                                                    Other than as notified in
writing to Burdale, the Mortgaged Property is free from any agreement for
lease, lease, licence, tenancy, overriding lease or other occupational
arrangement or overriding interest.


 


4.5.3                                                    The Premises and the Fixtures
are in good and substantial repair.


 


4.5.4                                                    There subsists no breach of
any law or regulation which could affect materially the value of the Mortgaged
Property.


 


4.5.5                                                    There are no covenants,
agreements, stipulations, reservations, conditions, interests, rights or other
matters whatsoever which could affect adversely the Mortgaged Property so far
as the Chargors are aware.


 


4.5.6                                                    The Mortgaged Property is free
from any financial encumbrance of whatsoever nature other than Permitted Security
Interests.


 


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


 


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


 


10

















 


4.6                                          Security


 


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


 


4.7                                          Security
Shares


 


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


 


4.7.2                                                    No Chargor will take any
action whereby the rights attaching to the Security Shares are altered or
diluted.


 


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


 


4.8                                          Specified
Intellectual Property


 


4.8.1                                                    The details of the Specified
Intellectual Property appearing or referred to in Schedule 7:


 


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


 


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


 


4.8.2                                                    The Chargors are the sole
legal and beneficial owners of any Specified Intellectual Property referred to
in sub-clause 4.8.1 and there are
no:


 


(a)                       Security Interests; nor


 


(b)                      any options, rights of pre-emption, licences,
agreements or other third party interests of any nature, affecting any such
Specified Intellectual Property, other than those which are specifically
identified in Schedule 7.


 


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


 


(a)                       to seek cancellation or rectification or any other
modification of any registration of or application for registration, in any
jurisdiction, of any Specified Intellectual Property which is registered or
subject to an application for registration in such jurisdiction; or


 


(b)                      to challenge the legality or validity of any such
registration or application.


 


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


 


4.8.5                                                    No Chargor is aware of any
actions, claims or allegations against any third party alleging infringement of
any Specified Intellectual Property, nor of any facts, matters or circumstances
which could reasonably be expected to give rise to any such action, claim or
allegation.


 


11

















 


4.8.6                                                    No Chargor is aware of any
pending or anticipated actions, claims, counter-claims, applications or
allegations impugning the validity or enforceability of any Specified
Intellectual Property or its ownership of it, nor of any facts, matters or
circumstances which could reasonably be expected to give rise to any such
action, claim, counter-claim, application or allegation.


 


4.8.7                                                    No Chargor has done or omitted
to do any act in relation to any Specified Intellectual Property which has resulted
or which could reasonably be expected to result in any breach or infringement
of any third party’s intellectual property rights.


 


4.8.8                                                    All renewal fees due in
respect of the registrations for the Specified Intellectual Property in any
jurisdiction have been paid.


 


5.                            UNDERTAKINGS


 


5.1                                          Duration


 


The
undertakings in this clause 5
shall remain in force throughout the Security Period and are given by each
Chargor to Burdale.


 


5.2                                          General


 


5.2.1                                                    Book debts and receipts


 


Each
Chargor shall collect and realise its Book Debts and other monies and receipts
and, save to the extent that Burdale otherwise agrees in writing, pay the
proceeds thus realised into a Blocked Account (in the case of each Facility
Company) or an Other Account (in the case of any other Chargor) and, pending
such payment into a Blocked Account or Other Account (as the case may be), hold
the proceeds thus realised upon trust for Burdale.


 


5.2.2                                                    Covenant to perform


 


Each
Chargor shall continuously comply with the terms (both express and implied) of
this Deed and any contracts relating to the Secured Liabilities.


 


5.2.3                                                    Restrictions on dealings


 


No
Chargor shall:


 


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


 


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


 


12

















 


5.3                                          Property


 


5.3.1                                                    Deposit of Title Deeds


 


For the
duration of the Security Period each Chargor shall deposit with Burdale all
deeds and documents of title relating to the Mortgaged Property owned by it and
any property comprised within sub-clause
5.3.3.


 


5.3.2                                                    Environmental matters


 


Each
Chargor shall:


 


(a)                       comply in all material respects with all applicable
Environmental Law including the obtaining of and compliance with all requisite
Environmental Licences (as varied from time to time);


 


(b)                      immediately inform Burdale:


 


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


 


(ii)                        upon receipt, of any
communication of whatsoever nature, whether specific or general and whether
from a third party or competent regulatory authority, served on it concerning
any alleged breach of any Environmental Law or non compliance with any Environmental
Licence, which, if substantiated, could have a material adverse effect upon its
financial position or upon its ability to perform its obligations under this
Deed;


 


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


 


(d)                      immediately inform Burdale of the presence of any
Dangerous Substance in, on, at or under or migrating onto or from any Mortgaged
Property or other property owned or occupied by any Chargor or of any other
circumstance, event or incident which is likely to give rise to any
Environmental Proceedings; and


 


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


 


5.3.3                                                    Future Acquisitions and Legal
Mortgage


 


Each
Chargor shall:


 


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


 


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


 


13

















 


or
leasehold or other interest in property which becomes vested in it after the
date of this Deed; and


 


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


 


5.3.4                                                    Lease and covenant compliance


 


Each
Chargor shall:


 


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


 


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


 


(c)                       properly perform (and indemnify Burdale for any breach
of) any covenants and stipulation of whatsoever nature affecting the Mortgaged
Property.


 


5.3.5                                                    Notices


 


Within
10 days after the receipt by a Chargor of any application, requirement, order
or notice served or given by any public, local or other authority relating to
any Mortgaged Property, such Chargor shall:


 


(a)                       deliver a copy to Burdale; and


 


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


 


5.3.6                                                    Power to Remedy


 


In case
of default by any Chargor in performing any obligation or other covenant affecting
the Mortgaged Property, each Chargor shall permit Burdale or its agents and
contractors:


 


(a)                       to enter on the Mortgaged Property;


 


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


 


(c)                       to take any action Burdale may reasonably consider
expedient to prevent or remedy any breach of any such term or to comply with or
object to any such notice,


 


provided
that nothing in this sub-clause
5.3.6 (or otherwise in this Deed) shall entitle Burdale or its agents and
contractors to any action (including any Remedial Works) relating to any notice
served under or breach of any Environmental Law (including without limitation
Part II A of the Environmental Protection Act 1990).


 


5.3.7                                                    Repair


 


Each
Chargor shall, and shall procure that each other Chargor shall, keep the
Premises and the Fixtures in good and substantial repair and condition and
decorative order.


 


14

















 


5.4                                          Security
Shares


 


5.4.1                                                    Each Chargor shall forthwith
deposit with Burdale or as Burdale may direct all bearer instruments, share
certificates and other documents of title or evidence of ownership in relation
to such Group Shares as are owned by it or in which it has or acquires an
interest and their Related Rights and shall execute and deliver to Burdale all
such share transfers and other documents as may be requested by Burdale in
order to enable Burdale or its nominees to be registered as the owner or
otherwise to obtain a legal title to the same and, without limiting the
generality of the foregoing, shall deliver to Burdale on today’s date executed
(and, if required to be stamped, pre-stamped) share transfers for all Group
Shares in favour of Burdale and/or its nominee(s) as transferees or, if Burdale
so directs, with the transferee left blank and shall procure that all such
share transfers are at the request of Burdale forthwith registered by the
relevant company and that share certificates in the name of Burdale and/or such
nominee(s) in respect of all Group Shares are forthwith delivered to Burdale.


 


5.4.2                                                    Each Chargor shall provide
Burdale with certified copies of all resolutions and authorisations approving
the execution of such transfer forms and registration of such transfers as
Burdale may reasonably require.


 


5.4.3                                                    Burdale and its nominee may at
any time whilst an Event of Default is continuing or in any other instance
where Burdale is of the reasonable opinion that it is necessary for the
avoidance of an Event of Default or necessary for the protection of its
material interests exercise or refrain from exercising (in the name of each
Chargor, the registered holder or otherwise and without any further consent or
authority from each Chargor and irrespective of any direction given by any
Chargor) in respect of the Security Shares any voting rights and any powers or
rights under the terms of the Security Shares or otherwise which may be
exercised by the person or persons in whose name or names the Security Shares
are registered or who is the holder thereof, including, without limitation, all
the powers given to trustees by section 10(3) and (4) of the Trustee Act
1925 as amended by section 9 of the Trustee Investments Act 1961 in
respect of securities or property subject to a trust provided that in the absence
of notice from Burdale each Chargor may and shall continue to exercise any and
all voting rights with respect to the Group Shares subject always to the terms
of this Deed.  No Chargor shall without
the previous consent in writing of Burdale exercise the voting rights attached
to any of the Group Shares in favour of resolutions having the effect of
changing the terms of the Group Shares (or any class of them) or any Related
Rights or prejudicing the security under this Deed or impairing the value of the
Security Shares.  Each Chargor hereby
irrevocably appoints Burdale or its nominees its proxy to exercise (as provided
in or permitted by this Deed) all voting rights so long as the Group Shares
belonging to it remain registered in its name.


 


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


 


15

















 


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


 


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


 


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


 


(b)                      to collect, recover or compromise and give a good
discharge for any monies payable to any Chargor in respect of the Security
Shares or in connection therewith; and


 


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


 


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


 


5.4.8                                                    Immediately on conversion of
any of the Group Shares from certificated to uncertificated form, and on the
creation or conversion of any other securities which are for the time being
comprised in the Security Shares in or into uncertificated form, each Chargor
shall give such instructions or directions as Burdale may require in order to
protect or preserve its security.


 


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


 


5.4.10                                              This clause 5 shall not apply
to the shares in Viewsonic Limited for so long as that company conducts no
business and has no assets.


 


5.5                                          Opening of
Accounts and Collection of Receivables


 


5.5.1                                                    Forthwith upon the execution
of this Deed, each Facility Company shall open the relevant Blocked Accounts,
and the Chargors shall maintain the Other Accounts and execute all deeds and
documents and do all other acts and things required by Burdale in connection
with them and the Chargors shall maintain such accounts until the security
constituted by this Deed has been discharged.


 


16

















 


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


 


5.5.3                                                    Until the security constituted
by this Deed is discharged, no Chargor shall maintain any bank accounts which
are not Charged Accounts.


 


5.6                                          Operation of
Blocked Account


 


5.6.1                                                    Until the security constituted
by this Deed is discharged, no Facility Company shall be entitled to withdraw
the whole or any part of any amount standing to the credit of any Blocked
Account and shall not, subject to sub-clause
5.6.2 below, take any action, claim or proceedings against Burdale or any other
party for the return or payment to any person of the whole or any part of any
amount standing to the credit of any Blocked Account.


 


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


 


5.7                                          Operation of
Other Accounts


 


Until
notified by Burdale in writing to the contrary, the Chargors shall be entitled
to operate the Other Accounts provided that:


 


5.7.1                                                    the Other Accounts each retain
a credit or zero balance at all times;


 


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


 


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


 


5.8                                          Intellectual
Property


 


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


 


17

















 


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


 


(a)                       proposes to apply to register any Specified
Intellectual Property in any register in which it is not already identified as
being registered in; or


 


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


 


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


 


5.8.4                                                    Each Chargor will take such
steps as are necessary (including the institution of legal proceedings) to
police its Specified Intellectual Property in any territories which are
material to its business to ensure proper use of them and to prevent third
parties infringing them and, take such other steps as are reasonably
practicable to maintain and preserve its interests in its Specified
Intellectual Property including applying to register any interests therein in
any relevant register.


 


5.8.5                                                    Each Chargor will promptly
notify Burdale in writing upon becoming aware of any circumstances which would
make any of the representations in clause
4.8 inaccurate or misleading in any material respect if those representations
were then to be repeated.


 


5.8.6                                                    No Chargor will do anything
nor use the Specified Intellectual Property in any way which could reasonably
be expected to have an adverse effect or which could devalue any such Specified
Intellectual Property.


 


5.8.7                                                    No Chargor will, without the
prior written consent of Burdale:


 


(a)                       sell, transfer, license or otherwise dispose of any
Intellectual Property; nor


 


(b)                      permit any Specified Intellectual Property which is
registered or subject to an application for registration to be abandoned or
cancelled, to lapse or to be liable to any claim for abandonment for non-use or
otherwise.


 


5.9                                          Equipment


 


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


 


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


 


18

















 


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


 


5.9.4                                                    Each Chargor will promptly pay
all taxes, fees, licence duties, registration charges, insurance premiums and
other outgoings in respect of the Premises and the Equipment and on demand
produce evidence of such payment to Burdale.


 


5.9.5                                                    Each Chargor will obtain all
authorisations from  time to time
required for the use and operation of the Equipment and not to do or permit to
be done any act or omission whereby the Equipment or the use of it would
contravene regulations for the time being in force.


 


5.9.6                                                    Each Chargor will forthwith
notify Burdale of any loss, theft, damage or destruction to any Equipment with
a value in excess of £20,000.


 


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


 


5.9.8                                                    Each Chargor will ensure that
the Premises are suitable for the use or storage of the Equipment, and will
keep the Equipment at the Premises.


 


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


 


6.                            WHEN SECURITY BECOMES ENFORCEABLE


 


The
security constituted by this Deed shall become immediately enforceable and the
power of sale and other powers conferred by section 101 of the Law of
Property Act 1925, as varied or amended by this Deed, shall be immediately
exercisable upon and at any time after the occurrence of any Event of Default
and whilst the same is continuing after which Burdale may in its absolute
discretion enforce all or any part of the security in any manner it sees fit.


 


7.                            ENFORCEMENT
OF SECURITY


 


7.1                                          General


 


7.1.1                                                    For the purposes of all powers
implied by statute, the Secured Liabilities are deemed to have become due on the
date of this Deed.


 


19

















 


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


 


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


 


7.2                                          Agent of the
Chargors


 


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


 


7.3                                          Contingencies


 


If
Burdale enforces the security constituted by this Deed at a time when no
amounts are due to Burdale under the Finance Documents but at a time when
amounts may or will become so due, Burdale (or the Receiver) may pay the
proceeds of any recoveries effected by it into a Blocked Account (in the case
of a Facility Company) or an Other Account (in the case of any other Chargor).


 


7.4                                          Mortgagee in
Possession - No Liability


 


Neither
Burdale nor any Receiver or Manager 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 otherwise be liable.


 


7.5                                          Privileges


 


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


 


7.6                                          Protection of
third parties


 


No
person (including a purchaser) dealing with Burdale or a Receiver or its or his
agents need enquire:


 


7.6.1                                                    whether the Secured
Liabilities have become payable; or


 


7.6.2                                                    whether any power purported to
be exercised has become exercisable; or


 


20

















 


7.6.3                                                    whether any money remains due;
or


 


7.6.4                                                    how any money paid to Burdale
or to the Receiver is to be applied.


 


7.7                                          Redemption of
prior Mortgages


 


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


 


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


 


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


 


7.7.3                                                    settle and pass the accounts
of any prior mortgagee, chargee or encumbrancer which once so settled and
passed shall be conclusive and binding on the Chargors.


 


8.                            RECEIVER


 


8.1                                          Appointment
of Receiver


 


In the
circumstances described in sub-clause
3.2.1 or at any time after the security constituted by this Deed becomes
enforceable, or, at any time if so requested by any Chargor in writing, Burdale
may (but shall not be obliged) without further notice (and whether or not the
relevant Chargor shall have been accorded sufficient or any time in which to
satisfy any relevant indebtedness) from time to time, and notwithstanding that,
if such be the case, one or more than one Receiver shall have been appointed in
respect of all or any of the Security Assets pursuant to this clause and not
removed from such Security Assets, appoint in writing, under the hand of any
manager of Burdale, a Receiver of the Security Assets or any of them and, where
so requested by a Chargor, whether or not those Security Assets shall belong to
that Chargor, but, in the circumstances described in sub-clause 3.2.1, only over the Security Assets
specified in the notice referred to in that clause.  Burdale may not exercise the rights conferred pursuant to this clause 8.1 to the extent to which exercise
would be inconsistent with any relevant statutory or regulatory provision.


 


8.2                                          Relationship
with Burdale


 


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


 


8.2.1                                                    without first appointing a
Receiver; or


 


8.2.2                                                    notwithstanding the
appointment of a Receiver.


 


21

















 


8.3                                          Removal


 


Burdale
may by writing under its hand (subject to section 45 of the Insolvency Act
1986 (any requirement for an order of the court in the case of an
administrative receiver)):


 


8.3.1                                                    remove any Receiver appointed
by it; and


 


8.3.2                                                    whenever it deems it necessary
or desirable, appoint a new Receiver in the place of any Receiver whose
appointment may for any reason have terminated.


 


8.4                                          Remuneration


 


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


 


9.                            POWERS OF
RECEIVER


 


9.1                                          General


 


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


 


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


 


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


 


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


 


(a)                       do all other acts and things which he may consider
necessary or desirable 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; and


 


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


 


9.2                                          Borrow and
Lend Money


 


A
Receiver may raise and borrow money (either unsecured or on the security of any
Security Asset, either in priority to, pari passu with, or subsequent to, the
security constituted by this Deed or otherwise) and may lend money either with
or without security


 


22

















 


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


 


9.3                                          Carry on
Business


 


A
Receiver may carry on, manage or concur in the carrying on or managing of, the
business for the time being and from time to time of the relevant Chargor in
such manner as he may think fit, including, without limitation, power to
perform, repudiate, rescind, compromise, amend or vary any contract, instrument
or agreement to which the relevant Chargor shall for the time being and from
time to time be a party.


 


9.4                                          Compromise


 


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


 


9.5                                          Employees


 


Either
in connection with any exercise by the Receiver of his powers by or pursuant to
this Deed or otherwise for any purpose connected with any of the Security
Assets, a Receiver may:


 


9.5.1                                                    appoint and discharge
managers, officers, agents, accountants, servants, workmen and others upon such
terms as to remuneration or otherwise as he may think proper; and


 


9.5.2                                                    discharge any such persons
appointed by the relevant Chargor.


 


9.6                                          Leases


 


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


 


9.7                                          Legal actions


 


A
Receiver may bring, prosecute, enforce, defend and abandon all actions, suits
and proceedings to the relevant Chargor or its Security Assets as he thinks
fit.


 


9.8                                          Possession


 


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


 


23

















 


9.9                                          Protection of
Assets


 


A
Receiver may, in each case as he may think fit:


 


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


 


9.9.2                                                    commence and/or complete any
building operations on the Mortgaged Property or other Security Asset;


 


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


 


9.9.4                                                    effect and maintain insurances
in respect of the Security Assets.


 


9.10                                    Receipts


 


A
Receiver may give valid receipts for all monies and execute all deeds or
documents (including, without limitation, with full power to convey any assets
sold in the name of the relevant Chargor) as may be necessary or appropriate in
the name of, or on behalf of the relevant Chargor for the purpose of exercising
any of the powers, authorities and discretions conferred on the Receiver by or
pursuant to this Deed and to use the name of the relevant Chargor for all or
any of such powers, authorities and discretions, for which purpose the relevant
Chargor hereby irrevocably appoints every such Receiver to be its attorney.


 


9.11                                    Sale of assets


 


A
Receiver may sell, exchange, convert into money and realise any Security Asset
by public auction, tender or private treaty in any manner and on any terms and
with or without such advertisement and in such lot or lots and together or
separately as the Receiver thinks fit. 
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 such period as the Receiver thinks fit.  Fixtures may be severed and sold separately from the property
containing them without the consent of the relevant Chargor.


 


9.12                                    Subsidiaries


 


A
Receiver may promote the formation of a or purchase a newly formed, or concur
in the promotion of the formation of a or purchase a newly formed, subsidiary
and/or subsidiaries of any Chargor with a view to the same purchasing, leasing,
licensing or otherwise acquiring all or any of the assets of that Chargor and
the Receiver may sell, lease, license or otherwise dispose all or any of the
assets of that Chargor to such subsidiary or subsidiaries on such terms as he
shall think fit.


 


24

















 


9.13                                    Exercise of Rights


 


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


 


9.14                                    Uncalled capital


 


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


 


9.15                                    Professional advice


 


A
Receiver may appoint a solicitor or accountant or other professionally
qualified person to advise or assist it in the exercise of any of the powers,
authorities and discretions by or pursuant to these presents or otherwise for
any purpose connected with its Security Assets, and may discharge any such
person.


 


9.16                                    Seal


 


A
Receiver may use a Chargor’s seal.


 


9.17                                    Specified Intellectual
Property


 


A
Receiver may in respect of any Specified Intellectual Property:


 


9.17.1                                              make such registrations and
pay such fees, renewal fees, registration taxes and similar amounts as he
thinks fit to keep such Specified Intellectual Property in force;


 


9.17.2                                              take such steps as he thinks
fit (including, without limitation, the institution of legal proceedings and
the incurring of advertising expenditure) to police such Specified Intellectual
Property in any territory and to prevent third parties infringing it and
otherwise to maintain and preserve its value; and


 


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


 


10.                     APPLICATION
OF PROCEEDS


 


Any
monies received by Burdale or any Receiver after this Deed has become
enforceable shall be applied in the following order of priority (but without
prejudice to the right of Burdale to recover any shortfall from the Chargors):


 


10.1                                    in satisfaction of or provision for all
costs and expenses incurred by Burdale or any Receiver and of all remuneration
due to any Receiver under this Deed;


 


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


 


25

















 


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


 


11.                     EXPENSES
AND INDEMNITY


 


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


 


12.                     DELEGATION


 


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


 


13.                     FURTHER
ASSURANCES


 


13.1                                    General


 


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


 


13.1.1                                              perfecting or better
perfecting or protecting or better protecting the security intended to be
created by this Deed over any Security Asset; and


 


13.1.2                                              after the security constituted
by this Deed has become enforceable, facilitating the realisation of any
Security Asset or the exercise of any right, power or discretion exercisable,
by Burdale or any Receiver in respect of any Security Asset, including, without
limitation, the execution of any transfer, conveyance, assignment or assurance
of any property whether to Burdale or to its nominees, and the giving of any
notice, order or direction and the making of any registration, which in any
such case, Burdale may think necessary or desirable.


 


13.2                                    Further Subsidiaries


 


13.2.1                                              Each Chargor undertakes to
ensure that each company which becomes a Subsidiary (whether direct or
indirect) of any Chargor after today’s date shall, promptly upon being required
to do so by Burdale, execute a Deed of Accession in substantially the form set
out in Schedule 6 and such
company shall on the date which such Deed of Accession is


 


26

















 


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


 


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


 


13.2.3                                              The Company shall procure that
all registrations or other steps necessary to perfect any security created by a
Deed of Accession are completed as soon as is practicable after its execution
and in any event within any applicable time limit.


 


13.2.4                                              Each Chargor (other than the
Company) by its execution of this Deed or any Deed of Accession, irrevocably
appoints the Company to execute on its behalf any Deed of Accession without
further reference to or the consent of such Chargor and such Chargor shall be
bound by any such Deed of Accession as if it had itself executed such Deed of
Accession.


 


14.                     POWER OF
ATTORNEY


 


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


 


15.                     CONTINUING
SECURITY


 


15.1                                    Additional Security


 


The
security constituted by this Deed is in addition to and is not in any way
prejudiced by any other security now or subsequently held by Burdale for any of
the Secured Liabilities.


 


15.2                                    Continuing Security


 


The
security constituted by this Deed is continuing and will extend to the ultimate
balance of all the Secured Liabilities, regardless of any intermediate payment
or discharge in whole or in part.


 


27

















 


15.3                                    Reinstatement


 


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


 


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


 


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


 


15.4                                    Waiver of defences


 


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


 


15.4.1                                              any time, waiver or consent
granted to, or composition with, any Obligor or other person;


 


15.4.2                                              the release of any other
Obligor or any other person under the terms of any composition or arrangement
with any creditor of any Obligor or any other person;


 


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


 


15.4.4                                              any incapacity or lack of
power, authority or legal personality of or dissolution or change in the
members or status of an Obligor or any other person;


 


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


 


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


 


15.4.7                                              any insolvency or similar
proceedings.


 


15.5                                    Immediate recourse


 


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


 


15.6                                    Appropriations


 


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


 


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


 


28

















 


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


 


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


 


15.7                                    Deferral of Chargors’
rights


 


Until
all the Secured Liabilities have been irrevocably paid in full and unless
Burdale otherwise directs, no Chargor will exercise any rights which it may
have by reason of performance by it of its obligations under the Finance
Documents:


 


15.7.1                                              to be indemnified by an
Obligor;


 


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


 


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


 


16.                     MISCELLANEOUS


 


16.1                                    Covenant to pay


 


Each
Chargor shall pay or discharge the Secured Liabilities in the manner provided
for in any document creating or evidencing the Secured Liabilities and/or
otherwise as agreed from time to time.


 


16.2                                    HM Land Registry


 


Each
Chargor applies to the Chief Land Registrar for a restriction in the following
terms to be entered on the Register of Title relating to any property
registered at HM Land Registry in its name and against which this Deed may be
noted:


 


“Except
under an order of the Registrar, no disposition or dealing by the proprietor of
the land is to be registered without the consent of the proprietor for the time
being of the Deed dated [     ] between, amongst
others, [the relevant Chargor] and Burdale Financial Limited.”


 


16.3                                    New Accounts


 


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


 


29

















 


16.4                                    Tacking


 


Burdale
covenants with each Chargor that it shall perform its obligations under any
document creating or evidencing the Secured Liabilities (including any
obligation to make available further advances).


 


16.5                                    Separate Charges


 


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


 


16.6                                    Invalidity


 


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


 


17.                     RELEASE


 


17.1                                    Expiry of Security Period


 


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


 


17.2                                    Other Accounts


 


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


 


17.3                                    Purchased Receivables


 


Where
any Receivables are sold to Burdale by a Facility Company under the Receivables
Finance Facility, such Receivables shall upon title to them passing to Burdale
under the terms of the Facility Agreement stand released from the Security
Interests created by this Deed.


 


18.                     RIGHTS
AND REMEDIES


 


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


 


30

















 


under
the general law) shall not be capable of being waived or varied otherwise than
by an express waiver or variation in writing and, in particular, any failure to
exercise or delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right, any defective or partial
exercise of any such rights shall not preclude any other or further exercise of
that or any other such right, and no act or course of conduct or negotiation by
Burdale or on its behalf shall in any way preclude it from exercising any such
right or constitute a suspension or any variation of any such right.


 


19.                     NOTICES


 


19.1                                    Delivery and Receipt


 


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


 


20.                     GOVERNING LAW AND JURISDICTION


 


20.1                                    Governing Law


 


This
Deed is governed by English law.


 


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


 


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


 


31






















SCHEDULE 1


 


The Chargors


 


The
Company


 


VIEWSONIC EUROPE LIMITED


 


	
  Registered
  Number:

  	
  03131161

  
	
  Jurisdiction
  of Incorporation:

  	
  England
  and Wales

  



 


32
















 


SCHEDULE 2


 


Mortgaged
Property


 


33
















 


SCHEDULE 3


 


Forms of
Notice to Banks and Acknowledgement


 


Part I  - Blocked Accounts


 


Blocked Account Notice


[On Headed
Notepaper of relevant Facility Company]


 


 


[Date]


 


To:                   [Barclays Bank plc]


[Address]


 


Attention:                   [                     ]


 


Dear
Sirs,


 


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


 


Account
No. [         ], sort code
[         ]


 


Account
No. [         ], sort code
[         ]


 


[Repeat
as necessary]


 


(the “Blocked Account(s)”).


 


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


 


	
  Yours
  faithfully

  
	
   

  
	
   

  
	
   

  	
   

  
	
  for and on
  behalf of

  
	
  VIEWSONIC
  EUROPE LIMITED

  



 


34
















 


Blocked Account Acknowledgement


[On the Headed
Notepaper of Bank]


 


[Date]


 


	
  To:

  	
  Burdale
  Financial Limited (“Burdale”)

  
	
   

  	
  53 Queen Anne
  Street

  
	
   

  	
  London W1G
  9HP

  
	
   

  	
   

  
	
  Attention:

  	
  Company
  Secretary

  



 


 


Dear
Sirs,


 


[Name
of Facility Company] (the “Company”)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


We note
that, for the purposes of this letter, all notices, copy notices, advices and
correspondence to be delivered to you shall be effectively delivered if sent by
facsimile to you at number 020 7935 5445 or by post at the address at the top
of this letter, in both cases marked for the attention of the Company
Secretary.


 


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


 


36
















 


	
  Yours
  faithfully

  	
   

  	
  We
  hereby acknowledge and accept the terms

  of this letter

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  	
   

  	
  for
  and on behalf of

  
	
   

  	
   

  	
   

  
	
  [BANK]

  	
   

  	
  BURDALE FINANCIAL LIMITED

  



 


37
















 


Part II – Other
Accounts


 


Other Accounts Notice


[On Headed
Notepaper of relevant Chargor]


 


[Date]


 


	
  To:

  	
  [Bank name]

  
	
   

  	
  [         ]
  Branch

  
	
   

  	
  [Address]

  
	
   

  	
   

  
	
   

  	
  Attention:      [         ]

  



 


Dear
Sirs,


 


We
hereby give you notice that by Deed of Debenture dated
[         ] (the “Deed”), we have charged to Burdale
Financial Limited (“Burdale”) all
our rights, title, interest and benefit in and to the following accounts held
with yourselves and all amounts standing to the credit of such accounts from time
to time:


 


Account
No. [         ], sort code
[         ]


 


Account
No. [         ], sort code
[         ]


 


Account
No. [         ], sort code
[         ]


 


[Repeat
as necessary]


 


(the “Charged Accounts”).


 


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


 


	
  Yours
  faithfully

  
	
   

  
	
   

  
	
   

  	
   

  
	
  for and on
  behalf of

  
	
  VIEWSONIC EUROPE
  LIMITED

  



 


38
















 


Other Accounts Acknowledgement


[On the Headed
Notepaper of Bank]


 


[Date]


 


	
  To:

  	
  Burdale
  Financial Limited (“Burdale”)

  
	
   

  	
  53 Queen
  Anne Street

  
	
   

  	
  London W1G
  9HP

  
	
   

  	
   

  
	
  Attention:

  	
  Company
  Secretary

  



 


 


Dear
Sirs,


 


[Relevant
Chargor] (the “Chargor”)


 


We
refer to the notice, received today from the Chargor with respect to the charge
which it has granted to Burdale over the Charged Accounts (the “Notice”).


 


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


 


We
hereby acknowledge that the Chargor has charged to Burdale by way of a first
floating charge all of its rights, title, interest and benefit in and to the
Charged Accounts.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


39
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


We note
that, for the purposes of this letter, all notices, copy notices, advices and
correspondence to be delivered to you shall be effectively delivered if sent by
facsimile to you at number 020 7935 5445 or by post at the address at the top
of this letter, in both cases marked for the attention of the Company
Secretary.


 


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


 


 


	
  Yours
  faithfully

  	
  We
  hereby acknowledge and accept the terms

  of this letter

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  for
  and on behalf of

  
	
   

  	
   

  
	
  [BANK]

  	
  BURDALE FINANCIAL LIMITED

  
				



 


40
















 


SCHEDULE 4


 


Group Shares


 


	
  Chargor

  	
   

  	
  Company Name

  	
   

  	
  Type of Share

  	
   

  	
  Number of Shares

  	
   

  	
  Nominee (if any)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


41
















 


SCHEDULE 5


 


Blocked
Accounts and Other Accounts


 


	
  Bank

  	
   

  	
  Branch

  	
   

  	
  Account No.

  	
   

  	
  Denomination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PART I


 


Blocked
Accounts


 


	
  Bank

  	
   

  	
  Country

  	
   

  	
  Account Number

  	
   

  	
  Denomination

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


 


PART II


 


Other
Accounts


 


 


	
  Bank

  	
   

  	
  Country

  	
   

  	
  Account Number

  	
   

  	
  Denomination

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


 


PART
III


 


Local
Accounts


 


 


	
  Bank

  	
   

  	
  Country

  	
   

  	
  Account Number

  	
   

  	
  Denomination

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 










*      Confidential
Treatment Requested


 


42
















 


SCHEDULE 6


 


Deed of
Accession


 


DATE


 


PARTIES


 


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


 


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


 


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


 


RECITALS


 


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


 


(B)                      The New Chargor has at the
request of the Company and in consideration of Burdale continuing to make facilities
available to the Facility Companies and after giving due consideration to the
terms and conditions of the Finance Documents and the Debenture and satisfying
itself that there are reasonable grounds for believing that the entry into this
Deed by it will be of benefit to it, decided in good faith and for the purpose
of carrying on its business to enter into this Deed and thereby become a
Chargor under the Debenture.


 


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


 


IT IS AGREED AS
FOLLOWS:


 


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


 


2.                             The New Chargor agrees to
become a party to and bound by the terms of the Debenture as a Chargor with
immediate effect and so that the Debenture shall be read and construed for all
purposes as if the New Chargor had been an original party to the Debenture in
the capacity of Chargor (but so that the security created consequent on such
accession shall be created on the date of this Deed).


 


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


 


43
















 


4.                             The New Chargor grants to
Burdale the assignments, charges, mortgages and other Security Interests
described in the Debenture as being granted, created or made by Chargors under
the Debenture to the intent that its assignments, charges, mortgages and other
Security Interests shall be effective and binding upon it and its property and
assets and shall not in any way be avoided, discharged or released or otherwise
adversely affected by any ineffectiveness or invalidity of the Debenture or of
any other party’s execution of the Debenture or any other Deed of Accession, or
by any avoidance, invalidity, discharge or release of any guarantee, assignment
or charge contained in the Debenture or in any other Deed of Accession.


 


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


 


(a)                        “this Deed” and similar phrases shall be
deemed to include this Deed;


 


(b)                       “Schedule 2” shall be deemed to include a
reference to part I of the
Schedule to this Deed;


 


(c)                        “Schedule 4” shall be deemed to include a
reference to part II of the
Schedule to this Deed;


 


(d)                       “Schedule 5” shall be deemed to include a
reference to part III of the
Schedule to this Deed;


 


(e)                        “Schedule 7” shall be deemed to include a
reference to part IV of the Schedule to
this Deed;


 


(f)                          “Schedule 8” shall be deemed to include a
reference to part V of the
Schedule to this Deed.


 


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


 


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


 


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


 


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


 


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


 


44
















 


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


 


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


 


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


 


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


 


(e)                        mortgages and charges and
agrees to mortgage and charge to Burdale the same to be a security by way of a
first mortgage all of its right, title and interest in and to the Equipment (if
any) brief descriptions of which are specified in part V of the Schedule to this Deed (which shall from
today’s date form part of the Specified Equipment for the purposes of the
Debenture), the same to be a security by way of a first legal mortgage and all
spare parts and replacements for and all modifications and additions to such
Specified Equipment.


 


9.                             This Deed is governed by
English law.


 


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


 


SCHEDULE


 


Part I – Real
Property


 


[Insert
details of any real property owned by the New Chargor]


 


Part II –
Group Shares


 


[Insert
details of all Group Shares of the New Chargor]


 


Part III –
Other Accounts


 


[Insert
details of all Other Accounts of the New Chargor]


 


Part IV –
Specified Intellectual Property


 


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


 


Part V –
Specified Equipment


 


[Insert
details of any Equipment owned by the New Chargor which is to be Specified
Equipment]


 


45
















 


SIGNATORIES


 


[to the Deed
of Accession]


 


	
  The New Chargor

  	
   

  
	
   

  	
   

  
	
  Executed as
  a Deed by

  	
  )

  
	
  [         ]
  LIMITED

  	
  )

  
	
  acting by
  two of its directors or

  	
  )

  
	
  one director
  and its secretary:

  	
  )

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Company

  	
   

  
	
  for itself
  and as agent for the other

  	
   

  
	
  Chargors
  party to the Debenture

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Executed as
  a Deed by

  	
  )

  
	
  VIEWSONIC
  EUROPE LIMITED

  	
  )

  
	
  acting by
  two of its directors or

  	
  )

  
	
  one director
  and its secretary:

  	
  )

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Burdale

  
	
   

  
	
  BURDALE
  FINANCIAL LIMITED

  
	
   

  
	
  By:

  



 


46
















 


SCHEDULE 7


 


Specified
Intellectual Property


 


47
















 


SCHEDULE 8


 


Specified
Equipment


 


48
















 


SIGNATORIES


 


	
  The Company

  	
   

  
	
   

  	
   

  
	
  Executed as
  a Deed by

  	
  )

  
	
  VIEWSONIC
  EUROPE LIMITED

  	
  )

  
	
  acting by
  two of its directors or

  	
  )

  
	
  one director
  and its secretary:

  	
  )

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Burdale

  
	
   

  
	
  BURDALE
  FINANCIAL LIMITED

  
	
   

  
	
  By:

  



 


49