DEFINITION OF
'SECURED MONEY' AND THE MAXIMUM PROSPECTIVE LIABILITY SECURED BY THIS DEED IS
THE PRIORITY AMOUNT.
5.2
THIS CLAUSE AND THE PRIORITY AMOUNT:
(A)
APPLY ONLY FOR THE PURPOSE OF FIXING
PRIORITY, UNDER SUB-SECTION 282(3) OF THE CORPORATIONS ACT, BETWEEN THIS DEED
AND ANY OTHER ENCUMBRANCE AT ANY TIME CREATED OR SUBSISTING OVER THE CHARGED
PROPERTY; AND
(B)
DO NOT AFFECT OR DELIMIT IN ANY WAY ANY
OBLIGATION OF THE CHARGOR UNDER THIS DEED INCLUDING, WITHOUT LIMITATION, ITS
OBLIGATION TO PAY AND DISCHARGE THE SECURED MONEY IN FULL.
6.
REPRESENTATIONS AND WARRANTIES
6.1
THE CHARGOR REPRESENTS AND WARRANTS TO THE
CHARGEE THAT:
(A)
THE CHARGOR IS PROPERLY INCORPORATED AND
VALIDLY EXISTING UNDER THE LAWS OF THE PLACE IN WHICH IT IS INCORPORATED;
(B)
THE CHARGOR HAS POWER TO ENTER INTO THIS
DEED AND TO CARRY OUT ANY TRANSACTION OR OBLIGATION CONTEMPLATED BY THIS DEED
AND ALL NECESSARY ACTION HAS BEEN TAKEN AND ALL MATERIAL AUTHORISATIONS OBTAINED
TO RENDER THIS DEED FULLY VALID AND BINDING ON THE CHARGOR AND TO ENABLE THE
CHARGOR TO CARRY OUT ANY TRANSACTION OR OBLIGATION CONTEMPLATED BY THIS DEED;
(C)
NO EVENT OF DEFAULT HAS OCCURRED;
(D)
AN INSOLVENCY EVENT HAS NOT OCCURRED WITH
RESPECT TO THE CHARGOR; AND
(E)
NO LITIGATION OR OTHER PROCEEDING BEFORE
ANY COURT, JUDICIAL OR ADMINISTRATIVE AUTHORITY, OR ARBITRATOR IS:
(I)
TAKING PLACE OR PENDING; OR
(II)
TO THE KNOWLEDGE, OR BELIEF OF THE
CHARGOR, LIKELY TO BE COMMENCED OR THREATENED,
against the Chargor.
7
(f)
it has good title to the Charged
Property.
6.2
THE CHARGOR ACKNOWLEDGES THAT THE CHARGEE HAS
INCURRED OR WILL INCUR OBLIGATIONS UNDER OR IN CONNECTION WITH THIS DEED IN
RELIANCE ON THE REPRESENTATIONS AND WARRANTIES IN THIS CLAUSE.
6.3
THE CHARGOR ACKNOWLEDGES THAT:
(A)
IT HAS NOT GIVEN OR ENTERED INTO THIS DEED
IN RELIANCE ON AND MAY NOT AND WILL NOT RELY ON ANY REPRESENTATION, WARRANTY,
PROMISE OR STATEMENT MADE OR ALLEGED TO BE MADE BY THE CHARGEE OR ANY PERSON ON
BEHALF OF THE CHARGEE AT ANY TIME, UNLESS THE REPRESENTATION, WARRANTY, PROMISE
OR STATEMENT IS IN WRITING AND SIGNED BY THE CHARGEE, OR BY AN AUTHORISED
OFFICER OF THE CHARGEE;
(B)
THE OBLIGATIONS OF THE CHARGEE ARE LIMITED
TO THOSE WHICH ARE EXPRESSLY SET OUT IN THIS DEED; AND
(C)
IN RESPECT OF INTEREST RATES AND RATES OF
EXCHANGE, THE CHARGEE IS NOT LIABLE IN CONNECTION WITH, OR TO BE HELD IN ANY
RESPECT RESPONSIBLE FOR:
(I)
ANY MOVEMENT OR CHANGE IN INTEREST
RATES, CURRENCIES OR RATES OF EXCHANGE; OR
(II)
ANY INFORMATION, ADVICE OR OPINION
PROVIDED BY THE CHARGEE, EVEN IF PROVIDED AT THE REQUEST OF THE CHARGOR, RELIED
ON BY THE CHARGOR UNLESS PROVIDED FRAUDULENTLY, INCORRECTLY OR NEGLIGENTLY.
7.
GENERAL AND FINANCIAL UNDERTAKINGS
The Chargor must from the date of this deed until the Secured Obligations are
performed in full and this deed is discharged by agreement of the parties:
(A)
MAINTAIN ITS CORPORATE EXISTENCE;
(B)
COMPLY WITH ALL MATERIAL LAWS AT ANY TIME IN
FORCE AND ALL