**Exhibit 10.70**

**DATED             2002**

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** **

**VARI-LITEEUROPE LIMITED**

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** **

**-and-**

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** **

**BARCLAYS BANK PLC**

** **

** **

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** **

**CHARGE**

**ON**

**HIREAGREEMENTS**

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** **

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**THISDEED**ismade as follows:-

** **
| **Date**           |   | **1.1** | **The date of this deed is**                                                    2002               |
|--------------------|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
| **Parties**        |   | **1.2** | **The parties are:-**                                                                                                                                                                                                                                                                                                                                             |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
| **Company**        |   |    | **“the Company”: VARI-LITE EUROPE LIMITED (Co No 2876045)  of 20-22 Fairway Drive, Greenford, Middlesex UB6 8PW;**                                                                                                                                                                                                                                      |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
| **Lender**         |   |    | **“the Lender”: BARCLAYS BANK PLC of 54 Lombard Street,  London EC3P 3AH (which expression shall include the Lender’s successors and  assigns 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);** |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
| **Interpretation** |   | **1.4** | **In this deed references to statutory provisions include  references to those provisions as amended or re-enacted and the following  expressions have the meaning respectively stated against them:-**                                                                                                                                                           |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
| **Definitions**    |   |    | **“Principal Agreement”:**                                                                                                                                                                                                                                                                                                                              | **any chattel mortgage now or hereafter granted by the  Company to the Lender or any company acting as agent for the Lender;** |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
|               |   |    | **“Equipment”:**                                                                                                                                                                                                                                                                                                                                        | **items mortgaged by the Company to the Lender under a  Principal Agreement;** |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
|               |   |    | **“Agreement”:**                                                                                                                                                                                                                                                                                                                                        | **an agreement under which the Company lets Equipment to a  customer; and** |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
|               |   |    | **“the Property Charged”:**                                                                                                                                                                                                                                                                                                                             | **the Agreements together with the other property referred  to in clauses 2 below.** |
|               |   |    |                                                                                                                                                                                                                                                                                                                                                              |   |
| **Construction**   |   | **1.5** | **The marginal notes are for ease of reference only and do  not affect the interpretation of this deed.   The benefit of this deed and the security created**                                                                                                                                                                                                |
|                    |        |         |                                                                                                                                                                                                                                                                                                                                                                   |  |  |

 

2

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|                           |   |   | **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.**                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **Charge**                     |   | 2.     | The  Company charges with full title guarantee in favour of the Lender as a first  fixed and specific charge of all its rights, title and interest in the  Agreements together with the benefit of all guarantees, indemnities,  negotiable instruments, securities and insurance policies taken by the  Company in respect of such Sub-Agreements and together with the benefit of  any supplemental or collateral agreement entered into by the Company under  which the Company undertakes to maintain or service Equipment. |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Discharge of this Security** |   | 3.     | When:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                           |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | all sums payable by the  Company, and |   |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                           |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | all liabilities (whether  actual or contingent) of the Company |   |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                           |   |   | to  the Lender under the Principal Agreements shall have been respectively paid  and discharged, the Lender will at any time thereafter at the request and  cost of the Company release the Property Charged to the Company.                                                                                                                                                                                                                                                                                                    |   |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **Covenants by the Company**   |   | 4.     | The  Company covenants with the Lender during the continuance of this security.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **Payments to Lender**         |   | 4.1    | To  procure that all monies arising under or in respect of the Property Charged  are paid by the payer to the Lender (as mortgagee) or as the Lender shall  from time to time direct.                                                                                                                                                                                                                                                                                                                                           |   |
|                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **Payments to Company**        |   | 4.2    | Without  prejudice to the Company’s obligation under 4.1 above, so far as any monies  referred to in that clause are received by the Company by accident or mistake  or for any reason whatsoever forthwith to pay such monies to the Lender (as  mortgagee) or deal with the same in like manner as the Lender shall have  directed under clause 4.1 above, and in the meantime to hold the monies in  trust for the Lender.                                                                                              |   |
|                                |        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |

 

3

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| **Not to Encumber**                                       |   | 4.3    | Not  to create any further mortgage or charge whatsoever on the Property Charged  or to sell the Property Charged or to deal with any moneys payable under or  in respect of the Property Charged otherwise than in accordance with the  terms of this deed.                                                                                                                                                                                                   |
|-----------------------------------------------------------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Power of Sale**                                         |   | 5.1    | The  powers of sale and of appointment of a receiver and other powers conferred by  the Law of Property Act 1925 on mortgagees and by this deed on the Lender  shall arise and be exercisable at any time after the occurrence of a Default  Event as defined in the Principal Agreements which is continuing unwaived or  unremedied.  Section 103 of the Law of  Property Act 1925 shall not apply to this security or any sale made by virtue  hereof. |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Lender to be Entitled to  Exercise Powers of Receiver** |   | 5.2    | At  any time after the statutory power of sale shall have become exercisable  under clause 5.1 above, the Lender may by itself or its servants or agents  (without appointing a receiver) exercise all or any part of the powers  conferred on a receiver hereunder and so that the Lender shall not thereby  become liable to account as mortgagee in possession.                                                                                             |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Powers of Receiver**                                    |   | 5.3    | Any  receiver appointed by the Lender hereunder shall be deemed to be the agent of  the Company and not of the Lender.   The receiver shall have, inter alia, power to collect and pay  to the Lender all sums due from any one or more of the following:-                                                                                                                                                                                                |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any  hirer under any of the agreements comprised in the Property Charged; |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any  guarantor or indemnifier under any contract of guarantee or indemnity given  in connection with any of the Property Charged; and |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any  insurer in respect of the Equipment; and |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |   |   | inter alia, further power to do any one or more of the  following: -                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                      |   |   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | enforce  by legal proceedings or other lawful act or procedure the duties and  obligations |

 

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|                                        |   |   |                                                                                                                                                                                                                                                                                | imposed  upon the parties to any agreement comprised in the Property Charged;                                                                                                                                                                             |
|---------------------------------------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
|                                        |   |   | ii)                                                                                                                                                                                                                                                                                 | give  all such notices as he may consider expedient by reason of the acts and  omissions of any of the parties to any agreement comprised in the Property  Charged and to receive notices thereunder;                                                     |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
|                                        |   |   | iii)                                                                                                                                                                                                                                                                                | sell  or concur in selling any of the Property Charged on such terms and conditions  as he shall think fit and to carry any such sale into effect in the name and  on behalf of the company;                                                              |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
|                                        |   |   | iv)                                                                                                                                                                                                                                                                                 | make  any arrangement or comprise or settlement which he or the Company shall think  fit;                                                                                                                                                                 |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
|                                        |   |   | v)                                                                                                                                                                                                                                                                                  | appoint  managers, officers and agents for any of the aforesaid purposes at such  salaries as he may determine and to dismiss them;                                                                                                                       |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
|                                        |   |   | vi)                                                                                                                                                                                                                                                                                 | do  all such other acts and things as he may consider incidental or conducive to  any of the matters or powers aforesaid and to make any arrangements with  regard to the Property Charged which he considers expedient in the interests  of the Company; |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
|                                        |   |   | vii)                                                                                                                                                                                                                                                                                | have  access to and make use of the premises plant equipment and accounting and  other records of the Company and the services of its staff for all or any of  the purpose aforesaid.                                                                     |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
| **Further powers of Indulgence  by Lender** |   | 5.4    | The  Lender may at any time from time to time without discharging or in any way  affecting the security hereby created or the rights of the Lender against the  Company hereunder grant time or any other indulgence to the Company or any  person referred to in clause 5.3 above. |
|                                        |   |   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                      |
| **Further Assurances**                      |   | 6.1    | The  Company covenants with the Lender that the Company shall at any time and from  time to time, if and when required by the Lender so to do, execute to the  Lender or as the Lender shall direct, such further deeds and documents as the  Lender shall                          |

 

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|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | require  of and on all the Company’s rights title and interest in the Property Charged  to secure all money and liabilities hereby agreed to be paid or intended to  be hereby secured, such deeds and documents to be prepared by or on behalf of  the Lender at the cost of the Company and to be in such form as the Lender  may require. |
|---------------------------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                              |
| **Lender to be Attorney of  Company**             |   | 6.2    | The  Company hereby irrevocably appoints the Lender and the persons deriving title  under the Lender and its substitutes and any receiver, or either or both of  them, to be the attorney for the Company and in the Company’s name and on its  behalf and as its act and deed or otherwise to sign seal and deliver and  otherwise perfect any such deed and document specified in clause 6.1 above or  (without executing any such deed or document) any deed, assurance or act  which may be required or may be deemed proper on any sale, lease, sub-lease  or disposition by the Lender or by any receiver as aforesaid of the Property  Charged under any power of sale, leasing or other disposition applicable  thereto. |
|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                              |
| **Protection of Other  Securities of the Lender** |   | 6.3    | Nothing  herein contained shall operate so as to merge or otherwise prejudice or  affect any bill, note, agreement, guarantee, mortgage or other security which  the Lender may from time to time have for any money intended to be hereby  secured (whether from the Company or any other person) or any right or remedy  of the Lender thereunder.                                                                                                                                                                                                                                                                                                                                                                                  |
|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                              |
| **Certificate of Officer of  Lender as Evidence** |   | 7.     | A  certificate by the Secretary or other officer of the Lender as to the money  and liabilities for the time being due or incurred to the Lender from or by  the Company shall be conclusive evidence against the Company in any legal  proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                              |
| **Continuing Security**                           |   | 8.     | This  deed shall constitute and be a continuing security to the Lender  notwithstanding any settlement of account or other matter or thing  whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                              |
| **Consolidation Not Allowed**                     |   | 9.     | Section  93 of the Law of Property Act 1925 (which restricts the consolidation of  mortgages) shall not apply to this deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                              |
| **Notices**                                       |   | 10.    | Any  notice served under this deed shall be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

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|   |   |   | 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. |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

INWITNESS of which this deed was executed and is delivered on and takes effectfrom 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. Brutsche ́ III |
|                                                                                                                                                                |      |                        |
|                                                                                                                                                                |      |                        |
|                                                                                                                                                                | Secretary | /s/ Sarah Blair             |
|                                                                                                                                                                     |           |                             |  |

 

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**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                                                        2002                                                                          |
|                      |   | In this mortgage the  following expressions have the meanings respectively set out against them:-                                                                                                                                                                                                                                                                                                                                                         |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                      |   | “Borrower”;                                                                                                                                                                                                                                                                                                                                                                                                                                     | **Vari-Lite  Europe 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”;**                                                                                                                                                                                                                                                                                                                                                                                                                                     | **£400,000 or the balance for the time being outstanding;** |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                      |   | **“Instalment  Dates”;**                                                                                                                                                                                                                                                                                                                                                                                                                        | **the        day of  each month in each year in which the Loan is outstanding the first Instalment  Date  being                                                      2000;** |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                      |   | **“Instalments”;**                                                                                                                                                                                                                                                                                                                                                                                                                              | **60 monthly payments of £8,066.29 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  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** |

 

8

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|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 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 banks in the City of London are  (or would be but for strike, lockout or other stoppage, affecting particular  banks or banks 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 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                                                                                                                                                                                                                       |
|                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                       |  |

 

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|                          |   | 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 1 above.                                                                                                                                                                     |
|                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **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 |
|                               |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |

 

10

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|   |   |   | 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 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 on 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 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; |

 

11

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|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                             | (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.                                                                       |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                            |                                                                                                                                       |
| **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.                                                                                                                                                                                   |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| **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                                                                                     |

 

12

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|                     |   |                                                                                                                                                                                                                                                                                                                                                             | 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;                                                                                                                                                                                                                                                                                                                          |
|                     |   |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                  |
|                     |   | (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 of 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;                                                                                     |

 

13

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|                       |   | (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.                                                                                                                                                                                                                                          |
|                       |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                       |
| **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;                                                                                                                                                                    |
|                            |        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            |  |  |  |

 

14

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|                    |   | 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.                                                                                                                                                                              |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **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.                                                                                                                                                                                                                                                                                                                          |

 

**SCHEDULE - THE GOODS**

 
| **Date** |   | **Description** |   | **Bar  Codes/Serial  Nos.** |   | **Approval  No.** |   |
|----------|--------|-----------------|--------|-----------------------------|--------|-------------------|--------|
|     |   |            |   |                        |   |              |   |

 

15

----