Exhibit
10.1


 


Dated
July 16, 2020


 


Global
Telesat Communications Limited


 


to


 


HSBC
UK Bank plc


 


 


Debenture


 


 


Form
of charge filed at the Land Registry under reference MD1552Q


 




    	Page 1 of 21



    	 



    

 


This
Debenture by way of deed made the 16th day of 2020


 


Between
(1) Global Telesat Communications Limited Number 06764531 (the “Company”) and


 


(2)
HSBC UK Bank plc (“the Bank”) (registered in England number 09928412) whose address for service for entry on the register
is: Securities Processing Centre, PO Box 6304, Coventry, CV3 9JY


 


WITNESSES
as follows


 


Debenture
as security for the Debt


 


	1.	This
                                         Debenture shall be security for the payment and discharge of the Debt mentioned in clause
                                         2 below.



 


	2.	The
                                         Debt is all money and liabilities whatever, whenever and however incurred whether now
                                         or in the future due, or becoming due, from the Company to the Bank whether incurred
                                         solely or jointly with any other person and whether as principal or surety (“the
                                         Debt”), including without limitation:-.



 


		(a)	overdrafts,
                                         loans or other facilities and further advances of money;
	 	 	 
		(b)	guarantees
                                         and indemnities to the Bank and any of the Company’s other contingent liabilities
                                         owed to the Bank;
	 	 	 
		(c)	discount,
                                         commission and other lawful charges and expenses;
	 	 	 
		(d)	interest
                                         in accordance with any agreement between the Company and the Bank and, if there is no
                                         agreement, interest on any money and liabilities due from the Company at an annual rate
                                         of 3% above the Bank of England base rate from time to time computed and compounded monthly
                                         and/or according to the Bank’s then current practice. Interest as above applies before
                                         and after any demand or judgment; and
	 	 	 
		(e)	money
                                         agreed to be paid by the Company under clause 25 below.



 


The
Agreement to pay the Debt


 


	3.	The
                                         Company agrees to pay and discharge the Debt when the same is due to be paid and discharged.
                                         It acknowledges and agrees that the Debt shall, in the absence of express written agreement
                                         by the Bank to the contrary, be due and payable to the Bank upon demand.



 


Security
given over the Company’s Assets


 


	4.	The
                                         Company, with full title guarantee, and as continuing security for the payment and discharge
                                         of the Debt,: -



 


		(a)	Charges
                                         by way of legal mortgage, all freehold (including commonhold) and leasehold land now
                                         vested in the Company together with all buildings fixtures, fittings and fixed plant
                                         and machinery now or at any time afterwards on it. This includes (without limitation)
                                         the land described or referred to in Part I of the Schedule below.
	 	 	 
		(b)	Charges
                                         by way of first fixed charge (except as already charged above):-



 


		(i)	All
                                         the present and future right, title and interest of the Company in or to any freehold
                                         (including commonhold) or leasehold land or other immovable property wherever situated
                                         and all fixtures, fittings and fixed plant and machinery now or at any time afterwards
                                         on it.
	 	 	 
		(ii)	All
                                         chattels now or at any time afterwards belonging to the Company. This excludes any of
                                         them for the time being forming part of the stock in trade or work-in-progress of the
                                         Company.
	 	 	 
		(iii)	The
                                         benefit of all rights, licences, guarantees, rent deposits, contracts, deeds, undertakings
                                         and warranties relating to any land or other property mentioned above and/or to any trade
                                         or business from time to time carried on by the Company.



 






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		(iv)	All
                                         book debts and other debts and monetary claims and any rents, licence fees or other payments
                                         due from any lessee, licensee or occupier of any immoveable property (wherever) situated
                                         now or at any time afterwards due owing or incurred to the Company. In addition, the
                                         full benefit of all guarantees and securities for them and all liens, reservations of
                                         title and other rights enabling the Company to enforce any such debts or claims (all
                                         of the above collectively called the “debts”). This excludes any debts and
                                         claims (if any) which the Bank may from time to time have agreed in writing with the
                                         Company as being excluded from this fixed charge and also such debts and claims as are
                                         charged in accordance with clause 4 (b) (v) below.
	 	 	 
		(v)	Any
                                         credit balance on any account of the Company with the Bank now or in the future.
	 	 	 
		(vi)	Any
                                         credit balance on any account of the Company with any bank (other than the Bank) or other
                                         person, now or in the future.
	 	 	 
		(vii)	All
                                         goodwill and uncalled capital of the Company now or in the future.
	 	 	 
		(viii)	All
                                         the present and future right, title and interest of the Company in or to:



 


		(a)	all
                                         stocks, shares, debentures, bonds, loan capital and other securities of any description
                                         of any other person (including, without limitation, any subsidiary or subsidiary undertaking
                                         of the Company);
	 	 	 
		(b)	all
                                         rights to subscribe to or convert other securities into or otherwise acquire any such
                                         securities now or at any time afterwards belonging to the Company; and
	 	 	 
		(c)	all
                                         dividends, interest and other income and all other rights of whatsoever kind deriving
                                         from or incidental to, any of these.



 


(collectively
called, the “securities”).


 


		(ix)	All
                                         rights and other property to which the Company is now, or may at any time afterwards,
                                         become entitled as a result of, or in connection with, any proceedings threatened or
                                         commenced under the Insolvency Act 1986 or any similar legislation in any jurisdiction.
	 	 	 
		(x)	The
                                         benefit of all agreements for the provision by the Company to any person of any loan
                                         or credit or other financial accommodation of any description (including, without limitation,
                                         any finance leases and hire or hire-purchase agreements) now, or at any time afterwards,
                                         entered into by the Company.
	 	 	 
		(xi)	All
                                         rights under all policies of insurance, including life insurance or assurance, (including,
                                         without limitation, the insurances mentioned to in clause 8(a) below), including all
                                         rights and claims to which the Company is now, or may at any time afterwards, become
                                         entitled in relation to the proceeds of those policies (collectively called, the “charged
                                         insurances”).
	 	 	 
		(xii)	All
                                         patents, trademarks, service marks, designs, utility models, copyrights, design rights,
                                         moral rights, inventions, confidential information, know-how, applications for registration
                                         of any of them and the right to apply for them in any part of the world and rights of
                                         a similar nature arising or subsisting anywhere in the world in relation to all or any
                                         of the above (whether registered or unregistered) now or at any time afterwards belonging
                                         to the Company (collectively called, the “intellectual property”).
	 	 	 
		(xiii)	The
                                         proceeds of sale of any property mentioned above.



 


		(c)	Assigns
                                         and agrees to assign absolutely, subject to a proviso for reassignment on the irrevocable
                                         discharge in full of the Debt, all of its present and future right, title and interest
                                         in and to:-



 


		(i)	To
                                         the extent not charged by clause 4(a) and 4(b), all present and future rents and other
                                         sums due to the Company under any lease, agreement for lease, underlease, tenancy, licence
                                         or other right of occupation to which Company’s real property is from time to time
                                         subject together with any related guarantee or other security for the performance of
                                         a lessee’s obligations.



 






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		(ii)	To
                                         the extent not charged by clause 4(b), the charged insurances.
	 	 	 
		(iii)	To
                                         the extent not charged by clause 4(b), the intellectual property.



 


		(d)	Charges
                                         by way of floating charge, all the undertaking of the Company and all its property whatsoever
                                         and wheresoever both present and future excluding any part of the same which is, for
                                         the time being, effectively charged by way of legal mortgage, assigned or charged by
                                         way of fixed charge by this Debenture and recognised as effectively so charged under
                                         the laws of the jurisdiction in which the same is situated.



 


The
property referred to in clauses 4 (a), (b), (c) and (d) above is collectively called the “charged property”. The property
referred to in clauses 4 (a), (b) and (c) (together with any property for the time being effectively charged by way of fixed charge
by the application of clause 5 below) is collectively called the “fixed charged property”.


 


If
or to the extent that the mortgaging, assigning or charging of any charged property is ineffective because of a prohibition on
that mortgaging, assigning or charging, the Company holds it on trust for the Bank.


 


To
the extent that this Debenture creates security over any hedging or derivative contract, that security shall be by way of charge
and this Debenture shall only charge the net amount owed thereunder, and in accordance with the terms of, that hedging or derivative
contract after all applicable set-off, close-out netting or combination of accounts has taken place.


 


Bank’s
ability to convert Floating Charge and automatic conversion


 


	5.	(a)	The
                                     Bank may, by notice in writing to the Company, convert the floating charge created by clause
                                     4(d) above into a fixed charge in respect of such of the property of the Company as may be
                                     specified in such notice. The Bank may give such notice:



 


		(i)	on
                                         or following the happening of any of the events mentioned in clause 10 below; or
	 	 	 
		(ii)	if
                                         it appears to the Bank that such property is in danger of seizure, distress, diligence,
                                         execution or any other form of legal process or that the same, and/or the security now
                                         created in respect of it, is otherwise in jeopardy.



 


In
either event, the ability of the Company to deal in any way with such property shall cease except to the extent that the Bank
may otherwise agree in writing.


 


		(b)	The
                                         floating charge created by clause 4(d) will convert automatically into fixed charges:



 


		(i)	if
                                         any of the circumstances set out in clause 10(c), (d) or (e) occur;
	 	 	 
		(ii)	if
                                         the Company creates or attempts to create security over all or any of the charged property
                                         (other than security permitted under this Debenture or created pursuant to a Parallel
                                         Security Document);
	 	 	 
		(iii)	on
                                         the crystallisation of any other floating charge over the charged property;
	 	 	 
		(iv)	if
                                         any person levies or attempts to levy any distress, attachment, execution or other legal
                                         process against any assets referred to in clause 4(d); and/or
	 	 	 
		(v)	in
                                         any other circumstances prescribed by law.



 


Restrictions
on Company


 


	6.	The
                                         Company shall not, except with the prior written consent of the Bank: -



 


		(a)	create,
                                         or attempt to create, or allow to subsist over all or any of the charged property, any
                                         mortgage, charge, lien, trust, pledge or other security other than this Debenture, any
                                         Parallel Security Document and the mortgages or matters (if any) mentioned in Part 2
                                         of the Schedule below; or
	 	 	 
		(b)	allow
                                         any tangible property, forming part of the fixed charged property, to leave the possession
                                         of the Company (except for the purpose of necessary repair or maintenance) or to be used
                                         by any person other than the Company or for any purpose other than in connection with
                                         the business of the Company; or



 






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		(c)	release,
                                         exchange, compound, set off, grant time or agree to any other arrangement in respect
                                         of, or in any other way deal with, all or any of the debts except as expressly allowed
                                         by this Debenture; or
	 	 	 
		(d)	part
                                         with, hire, lend, sell, assign or dispose of all, or any part of (or any right, title
                                         or interest in), the fixed charged property or all, or (except by a sale or disposal
                                         in the ordinary course of the Company ordinary day to day trading activities and for
                                         the purpose of carrying on the same) any part of, the remainder of the charged property.



 


Land
Registry Restriction


 


	7.	In
                                         respect of any part of, or interest in, the fixed charged property title to which is
                                         or becomes registered at the Land Registry, the Company applies to the Chief Land Registrar
                                         to enter the following restriction on the Proprietorship Register of the title of all
                                         such property: -



 


“No
disposition of the registered estate by the proprietor of the registered estate, or by the proprietor of any registered charge,
not being a charge registered before the entry of this restriction, is to be registered without a written consent signed by the
proprietor for the time being of the charge dated in favour of HSBC UK Bank plc referred to in the Charges Register.”


 


Company’s
Obligations to the Bank


 


	8.	Until
                                         this Debenture is discharged:



 


		(a)	The
                                         Company will:



 


		(i)	Insure,
                                         and keep insured, the charged property with such insurer and against such risks and in
                                         such amounts and otherwise upon such terms as the Bank may reasonably require or in the
                                         case that the Bank makes no such requirement, then in accordance with accepted prudent
                                         business practice from time to time in respect of property of the same type.
	 	 	 
		(ii)	Comply
                                         with the terms and conditions of, and punctually pay all premiums and other monies necessary
                                         for keeping up such insurances referred to in clause 8(a)(i) or any other insurance referred
                                         to in clause 4(b)(xi) and clause 4(c) (collectively called the “insurances”).
	 	 	 
		(iii)	See
                                         that the interest of the Bank is noted upon all policies of the insurances or, if the
                                         Bank reasonably so requires, that any policy relating to the insurances is held on a
                                         co-insured basis in the names of the Company and the Bank.
	 	 	 
		(iv)	If
                                         the Bank reasonably requires, produce to, or deposit with, the Bank all policies of insurance
                                         and the receipts for all premiums and other payments necessary for effecting and keeping
                                         up such policies of insurance as the Company is required to take out under this Debenture
                                         (collectively called the “policies”). The Company shall be deemed to have
                                         complied with this clause 8(a)(iv) if it has complied with the equivalent clause of any
                                         Parallel Security Document.
	 	 	 
		(v)	Promptly
                                         notify the Bank of anything which may give rise to a claim under the policies and ensure
                                         that nothing is done or not done as a consequence of which any of the policies might
                                         be adversely affected or which may increase the premium payable.



 


		(b)	The
                                         Company agrees (whether or not this Debenture shall have become enforceable) that: -



 


		(i)	The
                                         Bank may (but need not) itself effect or maintain any insurances, and, if it does so,
                                         the Company shall be liable to the Bank for the cost of such insurances and the expenses
                                         incurred by the Bank in relation thereto.



 






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		(ii)	All
                                         sums at any time payable to the Company under any policies of insurance shall (subject
                                         to any prior rights and claims of any third party) be paid direct to the Bank. If the
                                         same are not paid directly to the Bank by the insurers then the Company shall be trustee
                                         of them for the benefit of the Bank and shall transfer them to the Bank accordingly and
                                         in any event upon the Bank’s request. The insurance monies shall at the option
                                         of the Bank be applied (subject to clause 27 below) in or towards the payment or discharge
                                         of the Debt or in making good or recouping expenditure in respect of the loss or damage
                                         for which such monies are received.



 


		(c)	The
                                         Company will:



 


		(i)	Keep
                                         all buildings on any land charged by this Debenture and all fixtures and plant and machinery
                                         on and in them (and all other tangible property comprised in the charged property) in
                                         good and substantial repair and condition.
	 	 	 
		(ii)	Whenever
                                         any of the said buildings, fixtures, fittings or plant and machinery are destroyed, damaged
                                         or deteriorates, immediately repair, replace and make good the same and ensure that any
                                         such replacement property is subject to security in favour of the Bank on the same terms
                                         as set out in this Debenture. If the Company shall fail to do so, then the Bank shall
                                         be entitled (but not bound) to do so instead at the Company’s cost and expense and all
                                         amounts so paid by the Bank shall become part of the Debt and be payable by the Company
                                         to the Bank on demand.



 


		(d)	The
                                         Company will not without the prior written consent of the Bank: -



 


		(i)	pull
                                         down or remove the whole or any part of any buildings forming part of the land charged
                                         by this Debenture;
	 	 	 
		(ii)	sever
                                         or unfix or remove any of the fixtures or fittings; or
	 	 	 
		(iii)	except
                                         for the purpose of effecting necessary repairs to them or of replacing the same with
                                         new or improved models or substitutes, remove any of the plant and machinery belonging
                                         to, or in use by, the Company.



 


		(e)	The
                                         Company will: -



 


		(i)	Carry
                                         on any trade, business or agricultural use on any land now or afterwards used by the
                                         Company for the purposes of trade, business or agriculture. It shall do so in accordance
                                         with the standards of good management from time to time current in the trade or business
                                         or (in the case of agricultural use) with the standards of good husbandry, from time
                                         to time. The Company shall also do so in accordance with the authorised planning use
                                         of such land.
	 	 	 
		(ii)	Obtain,
                                         maintain and comply with all licences, consents and other authorisations (including,
                                         without limitation, environmental permits) and effect all registrations which may be
                                         necessary or desirable in relation to all or any part of the charged property or any
                                         business or other activity from time to time carried on by the Company.



 


		(f)	The
                                         Company will not without the prior written consent of the Bank: -



 


		(i)	carry
                                         out, or allow to be carried out, on any land charged by this Debenture, any development
                                         as defined in the Town and Country Planning Act 1990;
	 	 	 
		(ii)	enter
                                         into any agreement under Section 106 of the said Act; or
	 	 	 
		(iii)	change,
                                         or allow to be changed, the use of any land charged by this Debenture.



 


		(g)	The
                                         Company will:



 


		(i)	Observe
                                         and perform all covenants, stipulations and conditions which from time to time affect
                                         the use or possession of the charged property whether arising under any lease, Commonhold
                                         Community Statement, or other agreement under which the charged property is held.



 






    	Page 6 of 21



    	 



    

 





		(ii)	Punctually
                                         pay all rents and other payments becoming due, or to become due, under any lease, Commonhold
                                         Community Statement or other agreement mentioned above. Pay all taxes, rates, duties,
                                         fees, charges, assessments, impositions, calls, instalments and outgoings properly payable
                                         in respect of any of the charged property as and when due and the Bank may do so as agent
                                         of the Company if the Company fails to do so and all amounts so paid by the Bank shall
                                         become part of the Debt and be payable by the Company to the Bank on demand.
	 	 	 
		(iii)	If
                                         the Bank so requires, produce to the Bank evidence sufficient to reasonably satisfy the
                                         Bank that the requirements mentioned at clauses 8(g)(i) and 8(g)(ii) have been complied
                                         with.



 


		(h)	The
                                         Company will: -



 


		(i)	Comply
                                         with all statutory and other laws and regulations affecting the charged property including
                                         but not limited to all environmental laws and environmental permits applicable from time
                                         to time to all or any part of the charged property or any business or other activity
                                         from time to time carried on by the Company.
	 	 	 
		(ii)	Not
                                         allow any circumstances to arise which could lead:-



 


		(a)	to
                                         any competent authority or other person taking action, or making a claim under any environmental
                                         laws (including the requirement to clean up any contaminated land or the revocation,
                                         suspension, variation or non-renewal of any environmental permit); or
	 	 	 
		(b)	to
                                         the Company having to take action to prevent the possibility of any such action or claim.



 


		(iii)	Indemnify
                                         separately each of the Bank or any Receiver (defined in clause 12 below) (and their respective
                                         officers, agents and delegates) against all costs expenses and liabilities properly incurred
                                         (directly or indirectly) as a result of any non-compliance or alleged non-compliance
                                         with any environmental laws in relation to all or any part of the charged property or
                                         anything done or not done on it.



 


		(i)	The
                                         Company will: -



 


		(i)	Within
                                         7 days after becoming aware of the same, give full particulars to the Bank of any notice,
                                         order, direction, designation, resolution or proposal given or made by any planning authority
                                         or other public body or authority whatsoever (including, without limitation, any licensing
                                         authority) which affects all or any part of the charged property including, in the case
                                         of any land, the locality in which it is situated.
	 	 	 
		(ii)	If
                                         the Bank reasonably requires, immediately, and at the cost of the Company, take all reasonable
                                         and necessary steps to comply with any of the matters mentioned in clause 8(i)(i) above
                                         and make (or join with the Bank in making) such objections or representations as may
                                         reasonably be available in respect of them.



 


		(j)	The
                                         Company will permit the Bank, its agents and any person authorised by it, to enter on
                                         any land charged by this Debenture or on which any other part of the fixed charged property
                                         is situated, at all reasonable times and on reasonable notice (except in case of emergency)
                                         for the purpose of inspecting or valuing any of the fixed charged property and if the
                                         Bank calls for such a valuation (which it is entitled to call for) such valuation shall
                                         be at the expense of the Company.
	 	 	 
		(k)	The
                                         Company will not without the prior written consent of the Bank: -



 


		(i)	grant
                                         or vary, or agree to grant or vary, any licence or tenancy affecting any land charged
                                         by this Debenture;
	 	 	 
		(ii)	exercise
                                         the powers of leasing, or agreeing to lease, or of accepting or agreeing to accept surrenders
                                         of leases, conferred by Sections 99 or 100 of the Law of Property Act 1925;
	 	 	 
		(iii)	in
                                         any other way, dispose, or agree to dispose of, or create, any legal or equitable estate
                                         or interest in any land charged by this Debenture;



 






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		(iv)	negotiate,
                                         settle or waive any claim for loss, damage or other compensation (including without limitation
                                         compulsory purchase compensation) affecting any land charged by this Debenture; or
	 	 	 
		(v)	apply
                                         for an improvement or other grant or do anything which might result in any land charged
                                         by this Debenture being subject to any statutory charge.



 


		(l)	The
                                         Company will ensure that, without the prior written consent of the Bank: -



 


		(i)	no
                                         person other than the Company shall be registered under the legislation in force from
                                         time to time in relation to the registration of land in England and Wales as proprietor
                                         of any land charged by this Debenture;
	 	 	 
		(ii)	no
                                         person shall become entitled to any proprietary right or interest which may adversely
                                         affect the value of such land (unless such entitlement exists at the date of this Debenture
                                         or at the time of the acquisition of such land by the Company) and the Company shall
                                         indemnify the Bank for all expenses reasonably incurred by the Bank in lodging from time
                                         to time cautions, restrictions or notices against the registration of title to any such
                                         land.



 


		(m)	The
                                         Company will: -



 


		(i)	Permanently
                                         keep all tangible moveable property forming part of the fixed charged property at the
                                         Company’s premises or at such other premises as the Bank may from time to time reasonably
                                         approve in writing.
	 	 	 
		(ii)	Keep
                                         such fixed charged property within England and Wales and notify the Bank upon request
                                         of the location of such fixed charged property from time to time.
	 	 	 
		(iii)	Upon
                                         written notice from the Bank, keep such fixed charged property at the premises so notified
                                         or at such other premises as may be reasonably authorised in writing by the Bank.



 


		(n)	The
                                         Company will: -



 


		(i)	Get
                                         in and realise the debts in the ordinary course of its business (which shall not extend
                                         to selling or assigning or transferring any right or interest in them or in any other
                                         way factoring or discounting them).
	 	 	 
		(ii)	Pay
                                         the proceeds of such getting in and realisation, and all other monies received, recovered
                                         or realised in respect of the fixed charged property, into such separate and denominated
                                         accounts as the Bank shall from time to time nominate in writing for such purpose or
                                         as the Bank may otherwise from time to time require. If the Bank shall not nominate any
                                         such account, the Company current account with the Bank shall be the nominated account
                                         for the purpose of this clause 8(n).
	 	 	 
		(iii)	Pending
                                         such payment, hold such proceeds and other monies upon trust for the Bank.
	 	 	 
		(iv)	Except
                                         with the prior written consent of the Bank, not be entitled to withdraw or transfer from
                                         any such account any monies standing to the credit of such account.



 


		(o)	The
                                         Company will punctually pay all calls, instalments and other monies that may become due
                                         in respect of the securities.
	 	 	 
		(p)	The
                                         Company will: -



 


		(i)	Not
                                         exercise any of the rights and powers attaching to any of the securities in a manner
                                         which, in the reasonable opinion of the Bank, may adversely affect the value of the security
                                         created by this Debenture; and
	 	 	 
		(ii)	prior
                                         to this Debenture becoming enforceable, and subject to clause 8(p)(i) above, all rights
                                         and powers attaching to the securities shall be exercisable by the Company or as it may
                                         direct.



 






    	Page 8 of 21



    	 



    

 


		(q)	The
                                         Company will: -



 





		(i)	Take
                                         all such necessary steps, and do all such acts (including the payment as and when due
                                         of any appropriate fees and policing against any infringement of, or challenge to, the
                                         intellectual property) to maintain the value, subsistence and validity of the intellectual
                                         property.
	 	 	 
		(ii)	Where
                                         appropriate, use its best endeavours to protect and safeguard the intellectual property
                                         from and against theft, loss, destruction, unauthorised access, copying or use by third
                                         parties.
	 	 	 
		(iii)	Not
                                         use, or allow to be used, or take any step in respect of any of the intellectual property
                                         in any way which, in the reasonable opinion of the Bank, may adversely affect the value
                                         of it.



 


		(r)	The
                                         Company will deposit with the Bank (and the Bank shall be entitled to retain) all deeds,
                                         certificates and other documents constituting or evidencing title to the fixed charged
                                         property (except insofar as the same are held, or required to be held, by any third party
                                         in accordance with any obligation ranking in priority to the security created by this
                                         Debenture). The Company shall be deemed to have complied with this clause if it has complied
                                         with the equivalent clause of any Parallel Security Document relating to the same fixed
                                         charged property.
	 	 	 
		(s)	The
                                         Company will on being reasonably required to do so by the Bank, and at the cost and expense
                                         of the Company:-



 


		(a)	Execute,
                                         sign, deliver and do all things necessary (including, without limitation, the assignment
                                         of all or any of the debts and the transfer of all or any of the securities, to the Bank
                                         or its nominee and the giving of any notices and effecting of any registrations) as (and
                                         in such form as) the Bank may reasonably require to (among other things) perfect a legal
                                         mortgage, assignment or other fixed security in favour of the Bank of all or such part
                                         as shall be specified of the fixed charged property or otherwise to improve, perfect
                                         or protect the security (including the Bank’s priority) intended to be created
                                         by or pursuant to this Debenture or to facilitate the exercise of any powers, authorities
                                         and discretions conferred on the Bank and/or any Receiver under or in accordance with
                                         this Debenture.
	 	 	 
		(b)	Endorse,
                                         or cause to be endorsed, on any documents constituting or evidencing title to the fixed
                                         charge property and give to third parties such notices of the security created by this
                                         Debenture as the Bank may reasonably require.



 


		(t)	The
                                         Company will: -



 


		(i)	Notify
                                         the Bank prior to taking any steps to open an account with any bank (other than the Bank)
                                         or other person.



 


		(u)	The
                                         Company will: -



 


		(i)	Comply
                                         in full with any obligations of the Company to provide information under the PSC Regime
                                         to any company that shall have issued any shares in which the Company holds any interest
                                         from time to time. Further, on the date of this Debenture, the Company represents to
                                         the Bank that the Company has complied in full with any obligations the Company has under
                                         the PSC Regime to provide information to any company that shall have issued any shares
                                         in which the Company holds an interest and that no “warning notice” or “restrictions
                                         notice” (in each case as defined in Schedule 1B to the Companies Act 2006) has been
                                         issued to the Company in respect of all or any part of the securities and remains in
                                         effect.
	 	 	 
		(ii)	Comply
                                         with any notice served on the Company under the Companies Act 2006 (including pursuant
                                         to Part 21A of the Companies Act 2006) within the timeframe specified in the notice.



 


Bank’s
Powers


 


	9.	(a)	At
                                     any time before this Debenture is discharged (and whether or not the same shall have become
                                     enforceable), the Bank may, if and whenever, and so often as it shall reasonably think fit,
                                     apply the whole or any part of the monies from time to time standing to the credit of any
                                     account as referred to in clause 8(n) in or towards the discharge of the Debt.



 






    	Page 9 of 21



    	 



    

 





		(b)	The
                                         Bank may pay the monies mentioned in clause 9(a) above to the credit of any other account
                                         nominated by the Bank (including an account opened by it for this purpose) as security
                                         for any contingent or future liability of the Company to the Bank.
	 	 	 
		(c)	Unless
                                         otherwise stated, all powers of the Bank conferred by this Debenture shall be exercisable
                                         without prior notice to the Company.



 


When
the Debenture becomes enforceable


 


	10.	This
                                         Debenture shall become enforceable:-



 


		(a)	if
                                         the Debt is not paid or discharged when due (whether on demand, at agreed maturity or
                                         earlier as the case may be); or
	 	 	 
		(b)	if
                                         the Company is in breach of any of the obligations under this Debenture; or
	 	 	 
		(c)	if
                                         the Company shall enter into any composition or arrangement for the benefit of its creditors;
                                         or
	 	 	 
		(d)	if
                                         any step is taken for the administration or winding up of the Company (which includes,
                                         without limitation, in each case, the board of directors or the Company’s shareholders,
                                         passing a resolution for the same) except where, in the case of winding up, the Bank
                                         has consented in writing for the purpose of a solvent reconstruction or amalgamation;
                                         or
	 	 	 
		(e)	if
                                         a third party shall take possession of, or a receiver shall be appointed over, or any
                                         secured creditor of the Company shall seek to enforce its security in respect of, all
                                         or any of the charged property or any other event shall happen which puts in jeopardy
                                         all or any part of the security created by this Debenture; or
	 	 	 
		(f)	if
                                         the Bank, in its reasonable discretion, considers that any claim may be or has been made
                                         against the Bank under any bond, guarantee, indemnity or other contingent liability issued
                                         or entered into for any liabilities of the Company in respect of which the Bank reasonably
                                         considers that it may not be or has not been indemnified on demand or as and when required
                                         under any agreement it has with the Company regarding the same;
	 	 	 
		(g)	if
                                         any security granted under a Parallel Security Document has become enforceable; or
	 	 	 
		(h)	if
                                         any other event shall occur which has been agreed by the Company and the Bank as an event
                                         upon the occurrence of which this or any other security for the Debt shall be enforceable,
                                         which shall include but not be limited to a request by the Company to the Bank to appoint
                                         a receiver and/or administrator of the Company.



 


If
any of the above events referred to at clauses 10(a) to 10(h) should occur:-


 


		(i)	the
                                         powers of sale and of appointing a receiver conferred by Section 101 of the Law of Property
                                         Act 1925 shall immediately arise and become exercisable by the Bank free from the restrictions
                                         contained in Sections 103 and 109 of that Act; and
	 	 	 
		(j)	the
                                         powers of leasing, or agreeing to lease, or of accepting or agreeing to accept surrenders
                                         of leases (conferred by Sections 99 and 100 of the Law of Property Act 1925) shall immediately
                                         become exercisable.



 


These
powers are available to the Bank whether or not the Bank shall then be in possession of all or any part of the charged property.
The Bank may grant a lease at a premium and for any length of term and, generally, without the necessity for the Bank to comply
with any restrictions imposed by, or other provisions of, the sections and legislation mentioned above (and so that for the purposes
of Sections 99 and 100 of the Law of Property Act 1925, the expression “mortgagor” shall include any person deriving
title under the Company and sub-sections 99 (18) and 100 (12) shall not apply).


 









    	Page 10 of 21



    	 



    

 


Right
of Appropriation


 


	11.	To
                                         the extent that the security created by this Debenture constitutes a “security financial
                                         collateral arrangement” and the assets secured by this Debenture (“Secured
                                         Assets”) constitute “financial collateral” for the purpose of the Financial
                                         Collateral Arrangements (No 2) Regulations 2003 (“Regulations”), the Bank shall
                                         have the right on giving prior notice to the Company, at any time after this Debenture
                                         becomes enforceable, to appropriate all or any part of those Secured Assets in or towards
                                         discharge of the Debt. The parties agree that the value of the appropriated Secured Assets
                                         shall be, in the case of cash, the amount of cash appropriated and, in the case of any
                                         stocks, shares, debentures, bonds, loan capital and other securities of any description,
                                         determined by the Bank by reference to any publicly available market price and, in the
                                         absence of which, by such other means as the Bank (acting reasonably) may select including,
                                         without limitation, an independent valuation. For the purpose of Regulation 18(1) of
                                         the Regulations, the Company agrees that any such determination by the Bank will constitute
                                         a valuation “in a commercially reasonable manner”.



 


Appointment
of Administrator or Receiver


 


	12.	(a)	The
                                     floating charge created by this Debenture is intended to be a qualifying floating charge
                                     as defined by paragraph 14 of schedule B1 to the Insolvency Act 1986.



 


		(b)	At
                                         any time after having been requested to do so by the Company, or after this Debenture
                                         has become enforceable (and whether or not any of the events mentioned in clause 10 are
                                         continuing), the Bank may appoint by deed or by writing under the hand of a duly authorised
                                         officer of the Bank, or otherwise (i) any one or more persons to be administrator of
                                         the Company (each an “Administrator”) or (ii) any one or more persons to
                                         be a receiver of any charged property (each a “Receiver”). These expressions
                                         shall, where necessary, include any person substituted as Administrator or Receiver.
	 	 	 
		(c)	The
                                         Bank may (so far as it is lawfully able to do so) from time to time by deed or by writing
                                         under the hand of a duly authorised officer of the Bank or otherwise, remove any person
                                         appointed to be a Receiver and may in a similar way appoint another in his place.
	 	 	 
		(d)	If
                                         at any time two or more persons shall hold office as Receiver of the same property, each
                                         one of them shall be separately entitled (subject to any contrary direction in the appointment)
                                         to exercise all the powers, authorities and discretions conferred on them.
	 	 	 
		(e)	The
                                         power to appoint a Receiver shall be in addition to all statutory and other powers of
                                         the Bank under the Insolvency Act 1986 and the Law of Property Act 1925.
	 	 	 
		(f)	The
                                         power to appoint a Receiver shall be and remain exercisable by the Bank even though there
                                         may be a prior appointment in respect of all or any part of the charged property.



 


	13.	(a)	The
                                     Bank shall not, nor shall the Receiver, be liable to account as mortgagee in possession in
                                     respect of all or any of the charged property nor be liable for any loss upon realisation
                                     or for any neglect or default (unless wilful) of any nature whatsoever in connection with
                                     all or any of the charged property for which a mortgagee in possession might as such be liable.



 


	 	(b)	All reasonable costs,
    charges and expenses properly incurred by the Bank or the Receiver (including its internal management and administration costs
    and the costs of any proceedings in relation to this Debenture or the Debt) shall be paid by the Company on demand.




 


	14.	The
                                         Receiver shall be the agent of the Company and the Company shall be responsible for his
                                         acts and remuneration as well as for any defaults committed by him.



 






    	Page 11 of 21



    	 



    

 


Powers
of Receiver


 


	15.	The
                                         Receiver shall (subject to any limitations or restrictions expressed in the document
                                         appointing him but notwithstanding any restriction or limitation binding on the Company
                                         under this Debenture or any winding-up or dissolution of the Company or any analogous
                                         proceedings in any jurisdiction) have all the powers (as varied and extended by this
                                         Debenture) conferred on receivers by the Insolvency Act 1986 and the Law of Property
                                         Act 1925 and (without affecting the above in any way) the following powers:-



 





		(a)	(i)	to
                                     sell, transfer, assign, convey or grant, accept surrender or vary, terminate or surrender
                                     leases of or in exchange and enter into and or terminate leases of any of the charged property;
                                     and



 


	 	(ii)	in any other way
    to dispose of, or deal with, all or any of the charged property in respect of which the Receiver is appointed (or agree any
    of the same) and in either case in such a way and generally on such terms and conditions as he reasonably thinks fit.




 


Any
transaction mentioned above may be for such payment or other consideration as the Receiver shall think fit whether for (i) a lump
sum and/or (ii) a consideration payable in instalments and whether for cash or otherwise. In the case of the latter, it shall
form part of the charged property and be charged with the payment and discharge of the Debt.


 


Fixtures
and plant and machinery may be taken and sold separately from the premises to which they are fixed (or in which they are contained)
without the consent of the Company being obtained or necessary.


 


		(b)	To
                                         take possession of, collect and get in, all or any of the charged property in respect
                                         of which the Receiver is appointed and for that purpose to make such demands and take
                                         any proceedings as the Receiver shall reasonably think fit.
	 	 	 
		(c)	To
                                         carry on, manage, develop, reconstruct, amalgamate or diversify (or agree the same) any
                                         trade or business (including farming) as has from time to time been carried on the whole
                                         or any part of the fixed charged property.



 


		(d)	(i)	To
                                     make any arrangement or compromise between the Company and any other person which the Receiver
                                     may reasonably think expedient.



 


		(ii)	To
                                         take, defend or participate in any proceedings (including, without limitation, arbitration
                                         proceedings) as the Receiver may reasonably think expedient.



 


		(e)	To
                                         make, effect and complete such improvements, development and repairs to any of the charged
                                         property as the Receiver may reasonably think expedient.
	 	 	 
		(f)	To
                                         make calls (and to enforce payment of them) conditionally, or unconditionally, on the
                                         members of the Company in respect of any uncalled capital with the benefit of all the
                                         powers in the Articles of Association of the Company conferred on the directors.
	 	 	 
		(g)	To
                                         appoint managers, officers, servants, workmen, nominees and agents for any of the purposes
                                         mentioned in this clause 15 at such remuneration and for such periods and on such terms
                                         as the Receiver may reasonably determine.
	 	 	 
		(h)	If
                                         the Receiver thinks fit, but without affecting the indemnity contained in clause 23 below,
                                         to effect with any insurer any policy or policies of insurance either in lieu, or satisfaction
                                         of, or in addition to, such indemnity.
	 	 	 
		(i)	To
                                         delegate by power of attorney, or in any other way, to any person or persons approved
                                         in writing by the Bank, all or any of the powers, authorities and discretions which are
                                         for the time being exercisable by the Receiver under this Debenture.



 


		(j)	(i)	To
                                     promote the formation, or otherwise acquire the share capital of, any body corporate with
                                     a view to such body corporate becoming a subsidiary of the Company or otherwise;



 


		(ii)	to
                                         purchase, lease, or otherwise acquire any interest in all or any of the Company undertaking
                                         and property;
	 	 	 
	 	(iii)	to
                                         carry on any business in succession to the Company or any subsidiary of the Company;
                                         and in each case, as the Receiver may otherwise reasonably think fit.



 


		(k)	To
                                         apply for, and otherwise take such steps as the Receiver may consider reasonably necessary
                                         or desirable to obtain (in the name of a nominee or otherwise), such licences, consents,
                                         permits and approvals as the Receiver may reasonably think expedient.



 






    	Page 12 of 21



    	 



    

 


	 	(l)	To
    make elections for value added tax purposes as the Receiver may reasonably think fit.
	 	 	 
	 	(m)	For
    any of the purposes authorised by this clause 15, to raise money by borrowing from the Bank or from any other person on the
    security of all or any of the charged property in respect of which the Receiver is appointed.


 


	 	(i)	The
    Receiver may raise money as mentioned above on such terms (including, if the Bank shall consent, terms under which such security
    ranks in priority to all or any of the security created by this Debenture) as the Receiver may reasonably think fit; and
	 	 	 
	 	(ii)	the
    repayment of all such monies and the payment of interest on them and related costs charges and expenses, shall be treated
    for all purposes as expenses properly payable by the Receiver.


 


	 	(n)	To
    exercise any of the powers which the Bank would be entitled to exercise under this Debenture.
	 	 	 
	 	(o)	To
    do all such other acts and things as the Receiver may reasonably consider to be incidental or necessary to any of the matters
    or powers mentioned above and/or which the Receiver lawfully may or can do as agent for the Company.
	 	 	 
	 	(p)	To
    exercise any of the above powers on behalf of the Company or on the Receiver’s own behalf or, in the case of the powers
    contained in clause 15 (f) above, on behalf of the directors of the Company.


 


	16.	Subject
    to claims having priority to the security created by this Debenture, all monies received, recovered or realised by the Receiver
    or (on any exercise by the Bank of its enforcement powers under this Debenture) the Bank, shall be applied in the following
    order:-


 


	 	(a)	In
    payment of all reasonable costs, charges and expenses of, and incidental to, (i) the appointment of the Receiver and (ii)
    the exercise of all or any of the powers of the Receiver or the Bank and of any other outgoings properly payable by them including
    without limitation (A) the repayment of monies borrowed as referred to in clause 15(m) above (B) the payment of interest and
    related costs, charges, and expenses (to the extent that the Bank has consented to the same being secured in priority to the
    security created by this Debenture) and (C) all amounts payable by the Bank to the Receiver under any order of any court or
    otherwise.
	 	 	 
	 	(b)	In
    payment of remuneration to the Receiver at such rate as may from time to time be agreed between the Receiver and the Bank.
	 	 	 
	 	(c)	In
    payment to the Bank in or towards payment or discharge of the Debt and all other amounts expressed to be secured by, or due
    or payable to the Bank under or in connection with, this Debenture.
	 	 	 
	 	(d)	In
    payment of any surplus to the Company or any other person entitled to it.


 


Power
of Attorney


 


	17.	(a)	The
    Company irrevocably, and by way of security, appoints the Bank, any Receiver and each of their respective delegates, jointly
    and also individually to be the attorney and attorneys of the Company. Any attorney is authorised by the Company to do all
    things which the Company may be required to do under this Debenture. This includes (without limitation) anything which the
    Bank or the Receiver (or any such delegate) may consider necessary or appropriate for, or in connection with:


 


	 	(i)	the
    improvement, perfection or protection of the security intended to be created by this Debenture; or
	 	 	 
	 	(ii)	the
    exercise of any of the powers authorities and discretions conferred under this Debenture on the Bank and/or any Receiver.


 


	 	(b)	The
    Company ratifies and confirms (and agrees to do so) whatever any such attorney shall do, or attempt to do, in the exercise
    of all or any of the powers, authorities and discretions mentioned above or under this power of attorney. The power of attorney
    conferred under this clause 17 is to secure the performance of obligations owed to the donees within the meaning of the Powers
    of Attorney Act 1971.


 




    	Page 13 of 21



    	 



    

 


Bank
has Powers of Receiver and other powers


 


	18.	(i)	Without
    affecting any other powers, authorities and discretions of the Bank, all or any of the powers, authorities and discretions
    conferred upon the Receiver (whether arising under this Debenture or otherwise) may also be exercised by the Bank at any time
    after this Debenture has become enforceable. This is so whether or not a Receiver has been appointed.


 


	 	(ii)	The
    Bank shall also be entitled to delegate by power of attorney, or in any other manner, to any person or persons all or any
    of its powers authorities and discretions.
	 	 	 
	 	(iii)	No
    such delegation mentioned above shall prevent the subsequent exercise of the powers, authorities and discretions by the Bank
    itself or prevent the Bank from making any subsequent delegation of them to some other person.
	 	 	 
	 	(iv)	The
    Bank may revoke any such delegation at any time.


 


	19.	At
    any time after this Debenture shall have become enforceable, or after any powers conferred by any interest having priority
    to the security created by this Debenture shall have become exercisable, the Bank may redeem such or any other prior interest
    or arrange the transfer of it to itself. It may settle and pass the accounts of any third party concerned and any account
    so settled and passed shall be conclusive and binding on the Company. All monies paid by the Bank to the third party in accordance
    with such accounts shall as from such payment be due from the Company to the Bank on current account and shall bear interest
    and be secured as part of the Debt.


 


	20.	The
    rights and remedies of the Bank under this Debenture are in addition to, and not in substitution for, any rights or remedies
    provided by law.
	 	 
	21.	The
    restriction on the right of consolidating mortgages contained in Section 93 of the Law of Property Act 1925 shall not apply
    to this Debenture.


 


	22.	(i)	If
    the Company at any time fails to perform and observe the terms, and obligations contained in this Debenture, the Bank may
    (but without being under any duty to do so) take such steps as in its reasonable opinion may be required to remedy such failure;
    and


 


	 	(ii)	this
    includes, without limitation, making any payment, and for the purpose mentioned in clause 22 (i) above, the Bank and its agents
    may enter upon any land of the Company without being regarded as having entered into possession of it.


 


Indemnity


 


	23.	The
    Company agrees to fully indemnify each of the Bank and the Receiver from and against all and any liability they might incur
    in the exercise (or apparent exercise) of any powers, authorities and discretions under or in connection with this Debenture
    (with the exception of fraud or wilful default on the part of the Bank or the Receiver, but only to the extent committed by
    any of them) or any failure by the Company to comply with any of its obligations under this Debenture.


 


Protection
of Purchasers


 


	24.	No
    purchaser or other person dealing with the Bank or the Receiver (or any of their respective delegates)


 


	 	(i)	shall
    be bound or entitled to see or enquire whether any power, authority or discretion under this Debenture has arisen or become
    exercisable;
	 	 	 
	 	(ii)	be
    concerned with any notice to the contrary or to see whether any delegation shall have lapsed for any reason or been revoked;
    or
	 	 	 
	 	(iii)	be
    bound or entitled to concern himself with the proceeds of any sale or other dealing or be answerable in any circumstances
    for the application of the said proceeds.


 




    	Page 14 of 21



    	 



    

 


Payment
of costs, charges and expenses


 


	25.	The
    Company shall reimburse to the Bank on demand on a full indemnity basis, all costs, charges and expenses (including, without
    limitation, all amounts reasonably determined by the Bank to be necessary to compensate it for internal management or administration
    costs, charges and expenses) properly incurred by the Bank:-


 


	 	(i)	in
    ensuring this Debenture is effective;
	 	 	 
	 	(ii)	in
    connection with the improvement, perfection or protection of the security created by this Debenture;
	 	 	 
	 	(iii)	in
    the exercise of any rights, remedies, powers, authorities and discretions conferred under, or in connection with, this Debenture.
	 	 	 
	 	(together with any value added tax or similar tax charged or chargeable in respect of such costs, charges and expenses).
	 	 	 
	 	All such amounts shall be debited to an account in the name of the Company. Until they are reimbursed they shall bear interest at the rate of three per cent per annum over the Bank of England base rate from time to time calculated and compounded monthly and/or according to the Bank’s then current practice and shall be payable on demand. They will be secured as part of the Debt by this Debenture.


 


Independence
of Security


 


	26.	(a)	This
    Debenture shall be in addition to, and independent of, every other security which the Bank may at any time hold for any of
    the Debt secured by this Debenture.


 


	 	(b)	No
    prior security held by the Bank over all or any of the charged property shall merge in the security created by this Debenture.
	 	 	 
	 	(c)	This
    Debenture shall remain in full force and effect as a continuing security unless and until the Bank discharges it.


 


Bank’s
powers to deal with Accounts and Money Received


 


	27.	(a)	If
    the Bank receives notice of any subsequent charge or other interest affecting all or any of the charged property (other than
    arising under a Parallel Security Document), the Bank may open a new account or accounts for the Company in its books.
	 	 	 
	 	(b)	If
    the Bank does not open a new account, it shall be regarded as having done so unless the Bank gives express written notice
    to the contrary to the Company. Notwithstanding any appropriation by the Company to the contrary, as from the time of receipt
    of such notice, all payments made by the Company to the Bank (other than those dealt with under clause 8(n)) shall be treated
    as having been credited to a new account of the Company. Such payments will not be applied in reduction of the amount due,
    owing or incurred from the Company to the Bank at the time when it received the notice.
	 	 	 
	28.	(a)	All
    monies received, recovered or realised by the Bank under this Debenture (including the proceeds of any conversion under clause
    31 below) may, in the reasonable discretion of the Bank, be credited to any suspense or impersonal account.
	 	 	 
	 	(b)	Such
    monies referred to above in clause 28(a) may be held in such account (where they shall not reduce the Debt) for so long as
    the Bank may think fit pending the application from time to time of such monies and all accrued interest (at the rate, if
    any, agreed in writing between the Company and the Bank from time to time) in or towards the discharge of the Debt.


 


	29.	The
    Company waives any right of set-off it may have now, or at any time in the future, in respect of the Debt (including sums
    payable by the Company under this Debenture).
	 	 
	30.	The
    Bank may certify or determine the amount of a rate or amount applicable or due under this Debenture and in relation to the
    Debt. These certifications and determinations by the Bank shall, in the absence of manifest error, be conclusive evidence
    of those rates and amounts.



 



    	Page 15 of 21



    	 



    

 


Currency
Conversion


 


	31.	(a)	For
    the purpose of or pending the discharge of the Debt, the Bank may convert any monies received, recovered or realised by the
    Bank under this Debenture (including the proceeds of any previous conversion under this clause) from their existing currency
    of denomination into such other currency of denomination as the Bank may reasonably think fit.


 


	 	(b)	Any
    such conversion shall be made at the Bank’s then prevailing spot selling rate of exchange for such other currency against
    the existing currency.
	 	 	 
	 	(c)	Each
    previous reference in this clause to a currency extends to funds of that currency and, for the avoidance of doubt, funds of
    one currency may be converted into different funds of the same currency.


 


Dealings
with you and others


 


	32.	The
    Bank may, in its discretion, grant time, or make any other arrangement, variation or release with any person or persons not
    party to this Debenture (whether or not such person or persons are jointly liable with the Company) in respect of any of the
    Debt or of any other security or guarantee for it. If the Bank does, it will not in any way affect either this Debenture or
    the liability of the Company for the Debt.


 


Bank’s
Right of Set Off


 


	33.	In
    addition to all rights of set off conferred by law, the Bank may set-off any money standing from time to time to the credit
    of any account the Company has with the Bank against the Debt. If the obligations are in different currencies, the Bank may
    convert either obligation into the other currency in accordance with clause 31.


 


Preservation
and Retention of Security


 


	34.	(a)	Any
    settlement, discharge or release (including in relation to this Debenture or the Debt) between (i) the Company and (ii) the
    Bank or the Receiver (the “Relevant Person(s)”) shall be conditional upon no security given, or payment made,
    to the Relevant Person(s) by the Company (or any other person) being avoided or reduced as a result of any provisions or enactments
    relating to insolvency for the time being in force in any jurisdiction.


 


	 	(b)	In
    the event of such security or payment being avoided or reduced, the Relevant Person(s) shall be entitled to recover the value
    or amount of such security or payment from the Company subsequently as if such settlement, discharge or release had not occurred.


 


Notices
Governing Law and Jurisdiction


 


	35.	Without
    affecting any other lawful method of service, any demand or notice to be made or given by the Bank to the Company (including
    without limitation, a demand for payment of all or any of the Debt) may be made or given by any manager or officer of the
    Bank or of any branch of it:-


 


	 	(a)	By
    letter addressed to the Company and delivered to any officer of the Company at any place or sent by first- class post to,
    or left at the registered office of, the Company or any place of business or activity of the Company last known to the Bank.
    If sent by post it will be deemed to have been made or given two business days (Monday to Friday, except public holidays in
    England) after the day of posting.
	 	 	 
	 	(b)	By
    electronic means to the electronic mail address of the Company last known to the Bank. It shall be regarded as having been
    made or given at the time of transmission.


 


	36.	(a)	English
    law governs this Debenture, its interpretation and any non-contractual obligations arising from or connected with it.


 


	 	(b)	 Both
    the Company and the Bank submit to the exclusive jurisdiction of the courts of England and Wales in relation to all claims,
    disputes, differences or other matters (including non-contractual claims, disputes, differences or other matters) arising
    out of or in connection with this Debenture.


 




    	Page 16 of 21



    	 



    

 


Disclosure
of Information


 


	37.	The
    Company consents to the disclosure by the Bank of any information about the Company, this Debenture, the charged property
    and the Debt:-


 


	 	(a)	to
    any person to whom the Bank has transferred, or proposes or may propose to transfer, all or any of its rights under this Debenture
    and/or the Debt and to any rating agencies and any advisers to the Bank in connection with such transfer; and/or
	 	 	 
	 	(b)	to
    any person with whom the Bank has entered into, or proposes or may propose to enter into, any contractual arrangements in
    connection with this Debenture and/or the Debt; and/or
	 	 	 
	 	(c)	to
    any company within the HSBC Group being HSBC Holdings plc and its associated and subsidiary companies from time to time, or
    any of its or their agents; and/or
	 	 	 
	 	(d)	to
    any insurer who is to, or who proposes to, provide insurance to the Bank in respect of the charged property, this Debenture
    and/or the Debt; and/or
	 	 	 
	 	(e)	to
    any other person to whom, and to the extent that, such information is required to be disclosed by any applicable law or regulation.


 


Transfer
of Rights


 


	38.	(a)	The
    Bank may transfer all or any of its rights under this Debenture and/or the Debt to any person at any time.
	 	 	 
	 	(b)	If
    the Bank transfers all or any of its rights under this Debenture and/or the Debt, the Company rights under this Debenture
    and/or the Debt (as the case may be) will stay exactly the same.
	 	 	 
	 	(c)	The
    Company will be bound to any person to whom the Bank transfers any such rights. That person will have the Bank’s powers
    and rights so far as the Bank transfers these to that person. The Bank will be released automatically from its obligations
    to the Company so far as that person assumes the Bank’s obligations.
	 	 	 
	 	(d)	The
    Company will at the expense of the Bank or the person to whom the rights are transferred, do anything reasonably requested
    by the Bank to effect a transfer of all or any of the Bank’s rights under this Debenture and/or the Debt.
	 	 	 
	 	(e)	The
    Company will not transfer all or any part of its rights under this Debenture and/or the Debt without the prior written consent
    of the Bank.
	 	 	 
	 	(f)	In
    these Transfer of Rights provisions and in the Disclosure of Information provisions above;


 


	 	(i)	the
    term transfer means sale, assignment and/or transfer by novation;
	 	 	 
	 	(ii)	the
    term rights means rights, benefits and/or obligations; and
	 	 	 
	 	(iii)	the
    term person means any person, trust, fund or other entity.


 


The
Bank’s written consent and reasonable requirement


 


	39.	(a)	Where
    the words “without the Bank’s written consent” appear in any clause, the Bank will not unreasonably withhold
    consent. The Company agrees that it is reasonable for the Bank to refuse to consent to something if, in the Bank’s reasonable
    opinion, it adversely affects or might affect:


 


	 	(i)	the
    Bank’s security under this Debenture and its ability to enforce it;
	 	 	 
	 	(ii)	the
    value of that which is secured to the Bank and its ability to sell the same;
	 	 	 
	 	(iii)	the
    Bank’s ability to recover the Debt; or
	 	 	 
	 	(iv)	the
    assessment of the value of this Debenture as an asset of the Bank.


 




    	Page 17 of 21



    	 



    

 


	 	(b)	Where
    the words “the Bank reasonably requires” appear in any clause, the Company agrees that it is reasonable for the
    Bank to require something if, in the Bank’s reasonable opinion, it will or might assist in:


 


	 	(i)	the
    preservation of the Bank’s security under this Debenture or the value of that which is secured by it; or
	 	 	 
	 	(ii)	the
    Bank’s ability to recover the Debt.


 


Severance
and Modification - Unenforceability


 


	40.	(a)	If
    any of the clauses (or part of a clause) and/or any of the paragraphs (or part of a paragraph) becomes invalid or unenforceable
    in any way under any law, the validity of the remaining clauses (or part of a clause) or paragraph (or part of a paragraph)
    will not in any way be affected or impaired.


 


	 	(b)	If
    any invalid or unenforceable clause or paragraph mentioned above (or part of either) would not be invalid or unenforceable
    if its form or effect were modified in any way, it shall be deemed to have the modified form or effect so long as the Bank
    consents.


 


Parallel
Security


 


	41.	(a)	The
    Company may at any time enter into a Parallel Security Document. Entry into and performance of the terms of a Parallel Security
    Document shall not breach any term of this Debenture.


 


	 	(b)	The
    Company consents to the Bank and HSBC Bank plc entering into priority, intercreditor or other similar arrangements (to which
    the Company shall not be party) to regulate the ranking of the security granted by the Company under this Debenture and any
    Parallel Security Document.


 


Interpretation:-


 


	42.	(a)	The
    words or expressions:-


 


	 	(i)	“the
    Company” shall include any person from time to time deriving title under the Company.
	 	 	 
	 	(ii)	“the
    Bank” shall include its successors and transferees and in both cases to the extent of their respective rights and benefits
    (including, without limitation, any person in whom under the laws of such person’s place of incorporation all or substantially
    all of the assets and liabilities of the Bank become vested).
	 	 	 
	 	(iii)	“environmental
    laws” includes all applicable laws, regulations and directives (and all notices, circulars, orders, judgments and decisions
    of any court or other competent authority in any jurisdiction) concerning the pollution or protection of the environment or
    the health of humans, animals or plants including without limitation public and workers’ health and safety, the generation,
    use, treatment, storage, transportation or disposal, or discharge or release into the environment, of any chemicals or other
    pollutants or contaminants or industrial, radioactive, dangerous, toxic or hazardous substances or wastes (in whatever form
    and including noise and genetically modified organisms).
	 	 	 
	 	(iv)	“environmental
    permits” means all permits, licenses, consents, approvals, certificates and other authorisations (including all conditions
    applicable to them) required under any environmental laws.
	 	 	 
	 	(v)	“holding
    company” “subsidiary” and “subsidiary undertaking” shall have the meanings respectively set
    out in the Companies Act 2006 (as the same may be amended, varied or replaced from time to time).
	 	 	 
	 	(vi)	“PSC
    Regime” means the regime relating to “people with significant control”, as set out in Part 21A of the Companies
    Act 2006 and The Register of People with Significant Control Regulations 2016.
	 	 	 
	 	(vii)	“include(s)”,
    “including” and “in particular” shall be construed as being by way of illustration or emphasis only
    and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.


 






    	Page 18 of 21



    	 



    

 


	 	(viii)	“other”
    and “otherwise” shall not have their meaning narrowed on account of any preceding words where a wider construction
    is possible.
	 	 	 
	 	(ix)	“Parallel
    Security Document” means any security document in respect of any asset secured under this Debenture entered into by
    the Company in favour of HSBC Bank plc.


 


	 	(b)	Any
    reference to a person shall include any person, company, corporation, body corporate, government, state (or agency of a state)
    and any association or partnership (whether or not having legal personality) of any of these.
	 	 	 
	 	(c)	Any
    reference to any statute or any section of any statute shall be regarded as including reference to any statutory modification
    or re-enactment of it for the time being in force.
	 	 	 
	 	(d)	References
    to the singular shall include the plural and vice versa; the use of the male pronoun shall include the female and neuter;
    the use of the neuter pronoun shall include both the male and the female.
	 	 	 
	 	(e)	The
    headings are used for guidance only.


 


Company
compliance with Memorandum and Articles of Association


 


	43.	The
    Company confirms that this Debenture does not contravene any of the provisions of its Memorandum and Articles of Association.


 


IN
WITNESS this Deed has been executed as a deed by the Company and is intended to be and is delivered on the date first mentioned
above.


 




    	Page 19 of 21



    	 



    

 


The
Schedule referred to above


 


Part
1


 


(Freehold
and/or leasehold land)


 


Registered
Title


 


All
the property(ies) comprised in the following title(s) at the Land Registry:


 


	Title
    Number	 	Short
    description of the property
	 	 	 


 


Unregistered
Title


 


All
the property(ies) now vested in the Company and comprised in the Deed(s) referred to below:


 


	Short
    description of the property	Date	Deed/Document	Parties


 


Part
2


(Prior
mortgages or other matters relating to the property described above)


 


	Short
    description of the property	Legal
    Mortgage / Charge dated	Parties
	 	 	 


 




    	Page 20 of 21



    	 



    

 


Executed
as a deed by the Company acting by:


 


	Signature	/s/
    David Phipps	 	Director	 	
	 	 	 	 	ü

ï
	(For
    use by a
	Name
    in full	David
    Phipps	 	 	ï
	Company
    with
	(Block
    letters)	 	 	 	ý
	multiple
    directors
	 	 	 	 	ï
	and/or a Company
	Signature	/s/
    Jenna Foster	 	Director/Company
    Secretary	ï
	Secretary)
	 	 	 	 	þ
	
	Name
    in full	Jenna
    Foster	 	 	 	
	(Block
    letters)	 	 	 	 	 


 


Executed
as deed by the Company acting by:


 


	Signature	 	 	Director	ü	(For
    use where one
	 	 	 	 	ï	director
    is
	Name
    in full		 	 	ý	authorised
    to sign)
	(Block
    letters)	 	 	 	ï	 
	 	 	 	 	þ	 


 


	In
    the presence of:	 	 		 
	Signature
    of witness	/s/
    Lucy Angell	 	Witness	 
	 	 	 	 	 
	Full
    name of witness 	Lucy
    Angell		 	 
	(Block
    letters)	 	 	 	 


 


Address:
6 Rowland Ave Poole BH15 3DE


 


Occupation:
Senior Ecommerce Coordinator


 


For
and on behalf of HSBC UK Bank plc


 


/s/
Sabah Anwar


 






 




    	Page 21 of 21