# ***Exhibit 10.91***

 

*Vari-LiteChtMtg2003*

 

 

**MORTGAGE**

**(Fixed)**

 
| **Parties**              |   | This  mortgage is made between the Borrower named below and **Barclays Bank PLC**(Company  Number 1026167) (“the Lender” which expression shall include the Lender’s  successors and assigns) of 54 Lombard Street, London EC3P 3AH and whose  address for all correspondence in connection with this mortgage is **Barclays  Mercantile Business Finance Limited** of Churchill Plaza, Churchill  Way, Basingstoke, Hampshire RG21 7GP. |
|--------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Date and Definitions** |   | 1.1     The  date of this mortgage is 25 June 2003  In this mortgage the following expressions have the meanings respectively set  out against them:-                                                                                                                                                                                                                                                                |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | “Borrower”:                                                                                                                                                                                                                                                                                                                                                                                                                                   | **VLPS Lighting Services****Limited** of 20-22 Fairway Drive, Greenford, Middlesex UB6 8PW  (registered England No. 2876045); |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | “Goods”:                                                                                                                                                                                                                                                                                                                                                                                                                                      | the goods,  particulars of which are set out in the Schedule to this mortgage together  with all component parts, accessories, improvements and renewals and all  books, manuals, handbooks, technical data, drawings, schedules and other  documentation and any amendments to them belonging to the Goods; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | “Loan”:                                                                                                                                                                                                                                                                                                                                                                                                                                       | £3,304,059.89  or the balance for the time being outstanding; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | “Instalment  Dates”:                                                                                                                                                                                                                                                                                                                                                                                                                          | the 24th day  of each month in each year in which the Loan is outstanding the first  Instalment Date being July 2003; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | “Instalments”:                                                                                                                                                                                                                                                                                                                                                                                                                                | 48 monthly  payments of £78,065.33 payable on the Instalment Dates; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | “Base Rate”:                                                                                                                                                                                                                                                                                                                                                                                                                                  | Finance  House Base Rate as from time to time published in the Financial Times or  other newspaper or, in default of such publication whilst any sum is  outstanding under this mortgage, such alternative |

 

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|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | equivalent  base rate as shall be agreed between the parties or, in default of agreement,  settled by the President for the time being of the Institute of Chartered  Accountants in England and Wales or his nominee acting as an expert; |
|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |
|               |   | “Termination  Sum”:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the balance  of unpaid Instalments less a rebate of interest calculated by the Lender for  early repayment;                                                                                                                                |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |
|               |   | “Insurances”:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | all policies  and contracts of insurance taken out or to be taken out in respect of the  Goods, including all claims and benefits arising under them and returns of  premium;                                                              |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |
|               |   | “Security  Interest”:                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any  mortgage, charge, pledge, lien or other encumbrance;                                                                                                                                                                                  |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |
|               |   | “Total Loss”:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | actual or  constructive total loss or as compromised or agreed or arranged with the  insurers of the Goods;                                                                                                                                |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |
|               |   | “Default  Events”:                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any of the  events stated in clause 9 below;                                                                                                                                                                                               |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |   |
|               |   | “Working  Day”:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any day,  except Saturdays, on which the clearing Lenders in the City of London are (or  would be but for strike, lockout or other stoppage, affecting particular  Lenders or Lenders generally) open during banking hours.                |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       |
| **Interpretation** |   | 1.2     In  this mortgage the masculine includes the feminine and the neuter, and the  singular includes the plural.  If the  Borrower is two or more persons, that expression includes all such persons  (and each of them) and their liability under this mortgage is joint and  several. The rights and obligations of the Borrower hereunder are personal to  the Borrower and shall not be capable of being assigned or transferred                                 |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Construction**   |   | 1.3     The  marginal notes are for ease of reference only and do not affect the  construction of this mortgage. Any reference in this deed to a statutory  provision shall be construed as a reference to that provision as from time to  time amended or re-enacted.  The  benefit of this deed and the security created hereby shall enure for the  benefit of the Lender’s successors and assigns and any company for which the  Lender may be acting as agent. |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Instalments**    |   | 2.1     The  Borrower shall pay to the Lender on the Instalment Dates the Instalments  which comprise repayments of principal                                                                                                                                                                                                                                                                                                                                                 |
|                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                            |  |

 

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|                       |   | and payments  of interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Interest**               |   | 2.2.     If  the Borrower does not make payment of any Instalment on the relevant  Instalment Date or any other sum payable under this mortgage within 10 days  of the Lender’s demand, the Borrower shall pay interest to the Lender if  demanded by the Lender at the rate of Finance House Base Rate plus 5% per  annum calculated on a day to day basis from the due date to the date of  receipt by the Lender both before and after judgement. |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Early Settlement**       |   | 2.3.     As  an alternative to payment of Instalments the Lender will accept the  Termination Sum in full settlement of the Loan with interest.                                                                                                                                                                                                                                                                                                           |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Non-Working Day**        |   | 2.4     Any  amount payable to the Lender on a day which is not a Working Day will be  payable on the preceding Working Day.                                                                                                                                                                                                                                                                                                                              |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Sums Secured**           |   | 3.     This  mortgage secures to the Lender repayment of the Loan, the payment of interest  on the Loan and the payment from time to time of all other sums due from the  Borrower to the Lender on any account whatsoever.  If a Default Event occurs all amounts secured by this mortgage  shall become immediately due and payable.   The Borrower covenants to pay all such monies to the Lender.                                           |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Costs**                  |   | 4.     Any  legal or other costs, charges or expenses payable by the Borrower to the  Lender under the provisions of this mortgage are payable by the Borrower to  the Lender with value added tax thereon (if any).  Legal Costs are payable on a full indemnity basis as between  solicitor and own client.                                                                                                                                        |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Warranties by Borrower** |   | 5.     The  Borrower warrants to the Lender that the Borrower:-                                                                                                                                                                                                                                                                                                                                                                                           |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                       |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | lawfully  owns and is in possession of the Goods and that it and the Insurances are  free of any Security Interest (other than any Security Interest created or  subsisting with the written consent of the Lender); |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                       |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | is not  subject to any prohibition or restriction of its right or ability to enter  into this mortgage; |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                       |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | has power by  its memorandum of association and has taken all corporate action necessary to  enter into this mortgage; |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                       |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | has not  suffered or there have not occurred any Default Events which are unremedied. |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| **Mortgage**               |   | 6.     The  Borrower hereby mortgages and charges with full title guarantee to the Lender  all its right, title and interest in the Goods as security for all sums  payable by the Borrower to the Lender, as referred to in clause 3 above.                                                                                                                                                                                                              |

 

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| **Undertakings by Borrower** |   | 7.     The  Borrower:- |
|------------------------------|--------|-------------------------------------------------|
|                         |   |                                            |   |
|                         |   | (i)                                             | shall at its  own expense keep the Goods in good working order and condition; |
|                         |   |                                            |   |
|                         |   | (ii)                                            | shall not  use or permit the Goods to be used in contravention of any statute or  regulation or for any purpose for which they are not designed or reasonably  suitable and shall take all reasonable steps to ensure that the use and  operation of the Goods is by skilled personnel and is without risks to health  and safety; |
|                         |   |                                            |   |
|                         |   | (iii)                                           | shall not  (except with the consent of the Lender) sell, transfer, demise, let on hire  or otherwise part with possession of the Goods or create or allow to arise  any Security Interest in the Goods; |
|                         |   |                                            |   |
|                         |   | (iv)                                            | shall  maintain all records, logs and other records required by the manufacturers of  the Goods; |
|                         |   |                                            |   |
|                         |   | (v)                                             | shall  replace any component, part or item of the Goods where necessary provided  that such replacement is of at least equivalent value and condition when  compared to the original; |
|                         |   |                                            |   |
|                         |   | (vi)                                            | shall cause  any alterations to the Goods that are from time to time required by law to be  made at the Borrower’s expense, but shall not otherwise alter the Goods  otherwise than by way of improvement; |
|                         |   |                                            |   |
|                         |   | (vii)                                           | shall notify  the Lender within 24 hours following:- |
|                         |   |                                            |   |
|                         |   |                                            | (a) | demand of  the whereabouts of the Goods; |
|                         |   |                                            |   |   |
|                         |   |                                            | (b) | any  occurrence as a result of which the Goods are or are likely to become a Total  Loss; |
|                         |   |                                            |   |   |
|                         |   |                                            | (c) | the  occurrence of any of the Default Events referred to in clause 9(ii) to (viii)  below inclusive; |
|                         |   |                                            |   |   |
|                         |   | (viii)                                          | shall permit  any person authorised by the Lender at all reasonable times upon at least 24  hours notice (unless a Default Event is continuing unremedied or unwaived in  which case no notice will be required) to inspect the Goods and permit or  procure the granting of permission for such person to enter any land or  premises where the Goods may be situated; |
|                         |   |                                            |   |   |
|                         |   | (ix)                                            | shall pay on  demand to the Lender with interest all its |

 

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|   |   |   | costs and  expenses incurred in:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the advance  of the Loan and the acceptance and registration of this mortgage; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the  preservation of the Lender’s security in the Goods; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the exercise  by the Lender of any of its powers under this mortgage and in ascertaining  the whereabouts and/or safekeeping of the Goods; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any legal  proceedings instituted by the Lender under this mortgage; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | (x)    | undertakes  that, for so long as any liability remains outstanding under this deed, and  except with the prior written consent of the Lender:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Operational  Cash Flow for each Relevant Period shall be at least equal to Gross Total  Financing Costs for such Relevant Period; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Operational  Cash Flow for each Relevant Period shall exceed 1.5 times Gross Senior  Financing Costs for such Relevant Period; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Consolidated  Net Tangible Assets shall at all times exceed £1,450,000; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | For the  purposes of this clause                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | “Gross  Senior Financing Costs” means, in respect of any Relevant Period, all  interest, acceptance****commission, payments under interest rate  management arrangements (whether by way of swap, cap, collar, floor, option,  forward rate agreement or otherwise) and other continuing, regular or  periodic costs, charges and expenses in the nature of interest (whether paid,  payable or capitalised and including the interest element in hire purchase  and finance leasing charges) incurred by the Borrower during such Relevant  Period in effecting, servicing or maintaining un-subordinated or un-postponed  borrowings or borrowing facilities; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |   | “Gross Total  Financing Costs” means, in respect of any Relevant Period, all interest,  acceptance****commission, payments under interest rate management  arrangements (whether by way of swap, cap, collar, floor, option, forward  rate agreement or otherwise) and other continuing, regular or periodic costs,  charges and                                                                                                                                                                                                                                                                                                                                |

 

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|   |   |   | expenses in  the nature of interest (whether paid, payable or capitalised and including  the interest element in hire purchase and finance leasing charges) incurred  by the Borrower during such Relevant Period in effecting, servicing or  maintaining borrowings or borrowing facilities;                                                                                           |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | “Net  Tangible Assets” means the aggregate of the amount paid up or credited as  paid up on the issued share capital of the Borrower and the amount standing  to the credit of the consolidated capital and revenue reserves (including  share premium account, capital redemption reserve and profit and loss  account) of the Borrower, but after deducting:                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | (i)            (to the extent included) goodwill (including  goodwill arising on consolidation) or other intangible assets of the  Borrower;                                                                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | (ii)           (to the extent included) any  reserve created by any upward revaluations of fixed assets made after the  date of the most recent audited accounts of the Borrower as at the date of  this deed and a copy of which accounts has been delivered to the Lender;                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | (iii)          (to the extent included) amounts  attributable to minority interests and deferred taxation;                                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | (iv)          any debit balance on the profit and  loss account of the Borrower (but so that no amount shall be included or  excluded more than once);                                                                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | “Operational  Cash Flow” means Total Operating Profit plus amounts charged to depreciation  by the Borrower in the Relevant Period, capital receipts from the disposals  of assets and funds received from equity subscription and capital issues  minus corporation tax paid, dividends paid and un-funded capital expenditure  of the Borrower during such Relevant Period; |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | “Total  Operating Profit” means, in respect of any Relevant Period, the total  operating profit for continuing operations, acquisitions (as a component of  continuing operations) and discontinued operations (as set out in Financial  Reporting Standard No. 3) of the Borrower but ignoring any exceptional items;                                                        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |   | “Relevant  Periods” means each period of twelve months ending on the last day of a  financial year of the Borrower and each period of six months ending on the  last day of the first half of a financial year of the Borrower (each a  “Relevant Period”);                                                                                                         |

 

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|              |   | (xi)                                                                                                                                                                                                                           | shall (so  long as any liability remains outstanding under this deed) ensure that cash  balances of no less than £300,000 are retained at all times in the balance  sheet of the Borrower;                                                                                                                                                                             |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                        |   |
|              |   | (xii)                                                                                                                                                                                                                          | agrees that  the balance outstanding in respect of the Loan shall at no time exceed 85% of  the value of the Goods; such value to be determined from time to time by the  Lender in its opinion, or by professional valuers acceptable to the Lender,  at the expense of the Borrower;                                                                                      |
|              |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                        |   |
|              |   | (xiii)                                                                                                                                                                                                                         | (a)  undertakes not (unless it has the prior  written consent of the Lender) to exceed the annual capital expenditure  levels determined by the Lender for each financial year of the Borrower;                                                                                                                                                                        |
|              |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                        |   |
|              |   |                                                                                                                                                                                                                           | (b)  Acknowledges that the capital expenditure  level determined by the Lender for the period from 1st October  2002 to 30th September 2003 is the net figure of £1,200,000 (after  deduction of cash proceeds of any fixed asset disposals during that period).                                                                                                  |
|              |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                        |   |
|              |   | (xiv)                                                                                                                                                                                                                          | shall  provide to the Lender once in each period of three months during each  financial year of the Borrower such financial information as the Lender may  require including (but not limited to) (a) profit and loss account in respect  of the current quarter and the year to date, (b) comparisons to budgets, (c)  balance sheets and (d) capital expenditure details. |
|              |   |                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                        |   |
| **Insurances**    |   | 8.1     The  Insurances shall be effected and maintained by the Borrower at all times  while any amount is secured by this mortgage and shall be endorsed with a  note of the Lender’s interest. |
|              |   |                                                                                                                                                                                                                           |
| **Risks Insured** |   | 8.2     The  Insurances shall be all insurable risks cover under policies, on terms,  subject only to exclusions and/or an excess approved by the Lender and with insurers  acceptable to the Lender. |
|              |   |                                                                                                                                                                                                                           |
| **Sum Insured**   |   | 8.3     The  Goods shall be insured for their market value as agreed by the parties or,  failing agreement, as determined, at the expense of the Borrower, by a valuer  acceptable to the parties.    |
|              |   |                                                                                                                                                                                                                           |
| **Premiums**      |   | 8.4     The  Borrower shall pay punctually all premiums payable by the Borrower in respect  of the Insurances and, on request, produce receipts or other proof of payment  to the Lender.             |

 

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| **Application of Insurance Proceeds** |   | 8.5        The  Lender may elect to require the Borrower to apply any proceeds of the  Insurances received by it in making good the loss, repairing the damage, or  satisfying the liability in respect of which the claim was made or in satisfaction  of any amount secured by this mortgage and pending such election such  proceeds shall be held in trust for the Lender. |
|---------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Insurance Warranties**              |   | 8.6        The  Borrower shall not use and shall not allow the Goods to be used other than in  conformity with the terms of the Insurances, including any express or implied  warranties, without the prior written consent of the insurers and without  paying any extra premium required.                                                                                    |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Lender may Insure**                 |   | 8.7        If  the Borrower fails to effect or maintain the Insurances, the Lender may  effect such Insurances at the Borrower’s expense to be reimbursed to the  Lender on demand with interest.                                                                                                                                                                         |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Default Events**                    |   | 9.         The  following are the Default Events:-                                                                                                                                                                                                                                                                                                                        |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                    | the Borrower  does not pay any sum of money secured by this mortgage within 10 days of the  due date for payment (unless the Lender elects in its absolute discretion to  accept late payment); |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                   | the Borrower  enters into or attempts to enter into a composition or arrangement with its  creditors or any of them; |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                  | a receiver  or administrative receiver is appointed of the Borrower’s assets or any of  them or a meeting, whether formal or informal, is called of the Borrower’s  creditors or any of them; |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                   | the petition  for the appointment to the Borrower of an administrator is presented or the  Borrower goes into liquidation, except for a voluntary liquidation for the  purpose of amalgamation or reconstruction on terms previously approved by the  Lender in writing; |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                    | the levy  against the Goods of any distress or execution which is not paid out within  10 Working Days of written request so requiring from the Lender to the  Borrower; |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                   | any of the  warranties in clause 5 above proves to be incorrect, inaccurate or misleading  in any material respect; |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                  |   | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                  | the Goods  are a Total Loss; |

 

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|                     |   | (viii)                                                                                                                                                                                                                                                                                                                                  | the Borrower  is unable to pay its debts within the meaning of Section 123 of the  Insolvency Act 1986;                                                                                                                                                                                                                                               |
|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (ix)                                                                                                                                                                                                                                                                                                                                    | the Lender’s  Security is in the Lender’s reasonable opinion in jeopardy in any material  respect;                                                                                                                                                                                                                                          |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (x)                                                                                                                                                                                                                                                                                                                                     | any company  in the Barclays PLC group withdraws any facility or demands payment as a  result of a default by the Borrower;                                                                                                                                                                                                                           |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (xi)                                                                                                                                                                                                                                                                                                                                    | the Borrower  fails to comply with any of its obligations, covenants or undertakings  contained in this deed (other than those relating to the payment of money)  and such default (if in the opinion of the Lender it is capable of remedy) is  not remedied to the Lender’s satisfaction within 10 days after the occurrence  of such failure. |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
| **Lender’s Powers** |   | 10.1    On  the occurrence of a Default Event the Lender may, at any time on the date of  the occurrence or any subsequent date, without prejudice to any powers  available to a Mortgagee by law, do any of the following by itself or by such  agents as it thinks fit and without prior notice to the Borrower:- |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (i)                                                                                                                                                                                                                                                                                                                                     | take  possession of the Goods severing them from any land or other goods (but  subject to the rights of the hirer under any hire agreement), if necessary,  the Borrower reimbursing the Lender any expense incurred or damage suffered  on demand with interest;                                                                                     |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (ii)                                                                                                                                                                                                                                                                                                                                    | move the  Goods to a safe place;                                                                                                                                                                                                                                                                                                                      |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (iii)                                                                                                                                                                                                                                                                                                                                   | discharge,  settle or take or defend any proceedings in respect of any claims incurred in  connection with the Goods or the Insurances and collect on the Insurances and  give any good receipts required;                                                                                                                                            |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (iv)                                                                                                                                                                                                                                                                                                                                    | pending  sale, insure, maintain, repair, operate, hire out or otherwise use the Goods  (but subject to the rights of the hirer under any hire agreement);                                                                                                                                                                                             |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (v)                                                                                                                                                                                                                                                                                                                                     | sell the  Goods by public auction or private sale, without advertisement and at such  place, at such time and on such terms as the Lender may determine;                                                                                                                                                                                              |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (vi)                                                                                                                                                                                                                                                                                                                                    | do all such  other acts and things as may be considered to be necessary for any of the  matters or powers aforesaid.                                                                                                                                                                                                                                  |
|                     |   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | Section 103  of the Law of Property Act 1925 shall not apply to this security or any sale  made by virtue hereof.                                                                                                                                                                                                                       |

 

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| **Lender not Liable**     |   | 10.2    The  Lender shall not be answerable for any loss occasioned by sale by it of the  Goods under this mortgage or any postponement of sale.                                                                                                                                                                                                                         |
|---------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
| **Lender’s Receipt** |   | 10.3    On  any sale of the Goods the Lender’s receipt for the purchase money shall  effectively discharge the purchaser.   The purchaser shall not be bound to enquire whether the Lender’s power  of sale has arisen or is exercisable and shall not be concerned as to how the  proceeds of sale are applied.                                          |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
| **Application**           |   | 10.4    All  monies received by the Lender in respect of:-                                                                                                                                                                                                                                                                                                               |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | (i)                                                                                                                                                                                                                                                                                                                                                                                          | sale of the  Goods and/or |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                         | proceeds of  the Insurances which the Lender, in its sole discretion, elects not to  release to the Borrower for application by it in accordance with clause 8.5  above; |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | shall be  applied as follows:-                                                                                                                                                                                                                                                                                                                                                               |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | FIRST                                                                                                                                                                                                                                                                                                                                                                                        | in payment  or reimbursement to the Lender of all costs and expenses incurred by it in  connection with this mortgage and the exercise of its powers hereunder; |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | SECONDLY                                                                                                                                                                                                                                                                                                                                                                                     | in payment  of any accrued but unpaid interest in connection with this mortgage; |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | THIRDLY                                                                                                                                                                                                                                                                                                                                                                                      | in repayment  or reduction of the Loan; |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                      |   | FOURTHLY                                                                                                                                                                                                                                                                                                                                                                                     | in payment  of any surplus to the Borrower. |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
| **Attorney**              |   | 11.    The  Borrower hereby irrevocably appoints the Lender as its attorney with full  power to substitute any other person, for the Borrower and in the Borrower’s  name to sign, seal, deliver and otherwise perfect any deed, assurance or  agreement and do anything which may be required for any purpose under or in  connection with this mortgage.          |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
| **Waiver**                |   | 12.    The  Lender’s rights and powers under this mortgage shall not be prejudiced or  affected by delay or omission on the Lender’s part.  If the Lender, on occasion expressly or impliedly waives any of  its rights or powers, such waiver shall not prevent the Lender from  subsequently acting strictly in accordance with such rights and powers. |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |
| **Further Assurances**    |   | 13.    The  Borrower shall at its own expense sign, seal, deliver and otherwise perfect  any deed, assurance or agreement and do anything the Lender may require to  perfect or protect the security constituted by this mortgage.                                                                                                                                       |
|                           |        |                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |

 

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| **Notices**       |   | 14.    Any  notice served under this mortgage shall be sufficiently served if sent by  pre-paid letter post to the respective addresses above (or such changed  address as one party may notify to the other) and proof of dispatch shall be  conclusive evidence of receipt by the addressee in due course of  transmission.                                                                                    |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Consolidation** |   | 15.    If  the Lender has from the Borrower security over any other property of the  Borrower, the Borrower may not redeem such security or the security  constituted by this mortgage alone without the prior written consent of the  Lender.  Section 93 of the Law of  Property Act 1925 (which restricts the consolidation of mortgages) shall not  apply to the security constituted by this mortgage. |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Law**           |   | 16.    This  mortgage shall be governed by the laws of England.                                                                                                                                                                                                                                                                                                                                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Severance**     |   | 17.    Each  of the provisions of this deed is severable and distinct from the others and  if at any time one or more of such provisions is or becomes invalid illegal  or unenforceable, the validity legality and enforceability of the remaining  provisions hereof shall not in any way be affected or impaired thereby.                                                                                     |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|              |   | IN WITNESS  of which this deed was executed and is delivered on and takes effect from the  day and year first before written.                                                                                                                                                                                                                                                                                                        |

 

 
| THE COMMON  SEAL OF the                        | ) |   |
|------------------------------------------------|---|--------|
| Company was  affixed to  this             | ) |   |
| deed in the  presence of:-                     | ) |   |
| **(***or  where no seal is to be affixed***)** | ) |   |
| EXECUTED as  a Deed by the                     | ) |   |
| Company  acting by:-                           | ) |   |

 

 
|   | Director           | /s/ H.R. Brutsché III |   |
|--------|--------------------|----------------------------|--------|
|   |               |
|   |               |
|   | Director/Secretary | /s/ James H. Clark, Jr.    |   |
|        |                    |                            |        |  |

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