Security Agreement

Progress:

Describe the property given as collateral, including any applicable registration numbers or serial numbers.

Enter a thorough description of all of the collateral to which this Deed relates (i.e. the property which is secured by this Security Deed).

When describing the collateral it is important that it is described very clearly, including any applicable registration numbers, serial numbers or other identifying characteristics. If this is not done, then the Secured Party may later find that there is confusion about what collateral is actually covered by the Deed, so the Deed may not actually give them the protection they think it does.

If in doubt, seek legal advice before signing.

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SECURITY DEED

This Deed is dated ________.

BETWEEN:

________ (the 'Grantor')

of the following address:

________

- AND -

________ (the 'Secured Party')

of the following address:

________

DEFINITIONS

In this Deed the following definitions apply:

'Attorney' means any attorney (including any delegate) appointed under this document and any person who by delegation directly or indirectly derives a right from an attorney;

'Authorisation' includes any consent, authorisation, registration, filing, lodgment, document, notarisation, certificate, permission, Licence, approval, authority or exemption prescribed by statute or required by any Government Agency;

'Authorised Officer' means:

(a) in relation to the Grantor that is not a natural person, any director or company secretary of the Grantor, or any person nominated by the Grantor by a notice to the Secured Party as an authorised officer on behalf of the Grantor to sign notices or documents in connection with this document, the notice to be accompanied by specimen signatures of the persons concerned;

(b) in relation to the Grantor that is a natural person, that person; and

(c) in relation to the Secured Party, an officer of the Secured Party or any person whose title or office includes the word manager, associate director, director, company secretary, or any person acting in any of these offices, or any person appointed as an Authorised Officer by the Secured Party;

'Business Day' means a day that is not a Saturday, Sunday or a public or bank holiday in the Relevant Jurisdiction;

'Collateral' is defined in SCHEDULE 2;

'Collateral Security' means any document that grants a Security Interest to the Secured Party, any Guarantee in favour of the Secured Party or other document or agreement at any time created or entered into in connection with or as security for any Secured Money;

'Controller' has the meaning given in the Corporations Act;

'Corporations Act' means the Corporations Act 2001 (Cth);

'Consumer Credit Law' means the National Credit Code in schedule 1 to the National Consumer Credit Protection Act 2009 (Cth) or any other law relevant to consumer credit;

'Deposit Account' is defined in SCHEDULE 2;

'Equipment' means any equipment which forms part of the Collateral;

'Event of Default' means any event or circumstance specified as such in clause 8 or otherwise specified in this document as an Event of Default;

'Goods' means any goods which form part of the Collateral;

'Government Agency' means any government or any governmental or semi-governmental or judicial entity or authority and includes any self-regulatory organisation established under applicable law or a stock exchange;

'Guarantee' means any guarantee, indemnity, letter of credit, performance bond, legally binding letter of comfort or suretyship, or any other obligation to indemnify against the consequences of default in the payment of, or to be responsible otherwise for, an obligation or indebtedness of another person;

'Insolvency' has a comparable meaning to Insolvent;

'Insolvent' means, in relation to any Transaction Party:

(a) it is a corporation and is unable to pay its debts when they fall due;

(b) it is a corporation and is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act);

(d) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any applicable law or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Secured Party);

(e) an application (not being an application that is being contested in good faith and that, is not stayed, withdrawn or dismissed within 30 Business Days of its commencement) is made to a court for an order or an order is made that a corporation be wound up or that a liquidator be appointed to a corporation;

(f) a receiver, receiver and manager, trustee, administrator or similar official is appointed over any or all of the assets or undertaking of a corporation; and

(g) anything analogous or having a substantially similar effect to any of the events described above happens in connection with that corporation under the law of any applicable jurisdiction;

'Insurance' means insurance policies that a Transaction Party is obliged to take out and maintain under a Transaction Document;

'Licence' means any entitlement, right, notification, permit, licence, registration, authority, consent or quota under a law or approval from a Government Agency for a business activity or for the use of an asset;

'Liquidation' includes provisional liquidation, administration, receivership, appointment of Controller, compromise, arrangement, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, arrangement or compromise with creditors, bankruptcy or death;

'Permitted Security Interest' means:

(a) any Security Interest granted in favour of the Secured Party under the Transaction Documents;

(b) any Security Interest over any of the Grantor's assets to which the Secured Party has expressly consented in writing;

(c) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing financial accommodation (whether actual or contingent), where the Grantor duly pays the indebtedness secured by that lien other than indebtedness contested in good faith; and

(d) a charge or lien arising in favour of a Government Agency by operation of law unless there is default in payment of money secured by that charge or lien;

'PPS Register' means the register established under section 147 of the PPSA;

'PPSA' means the Personal Property Securities Act 2009 (Cth);

'PPSA Security Interest' has the meaning given to the term 'security interest' in the PPSA;

'Receiver' means a receiver or receiver and manager appointed by the Secured Party under any Transaction Document and any person who derives a right directly or indirectly from any Receiver;

'Related Agreement' means the related agreement between the parties for which this Deed is securing payment.

'Relevant Document' means each Transaction Document and any other document that a Transaction Party and the Secured Party agree is a Relevant Document;

'Relevant Jurisdiction' means the jurisdiction described in Item 1 of SCHEDULE 1;

'Remedy Proceeds' means money received by the Secured Party, Receiver or Attorney from the exercise of any right, including enforcement, against the Collateral;

'Representative' means a person's officer, employee, nominee, contractor or agent;

'Secured Money' means all money that each Transaction Party (whether alone or with another person) is or at any time may become actually or contingently liable to pay to or for the account of the Secured Party (whether alone or with another person) for any reason under or in connection with a Transaction Document. It includes money by way of principal, interest, fees, costs, indemnities, guarantees, charges, duties or expenses or payment of liquidated or unliquidated damages for which a Transaction Party is or at any time may become liable under or in connection with a Transaction Document, or as a result of a breach of or default under or in connection with a Transaction Document.

'Security Interest' means:

(a) a PPSA Security Interest;

(b) any interest held as security for the payment of a monetary obligation or the performance of any other obligation, including:

(i) a mortgage, charge, encumbrance, lien, pledge or hypothecation; and

(ii) a bill of sale, assignment, title retention arrangement, trust or power held as security; and

(c) any right, interest or arrangement of any kind that in substance secures the payment of money or the performance of an obligation or gives a person priority over creditors in relation to any property;

'Tax' includes any tax, goods and services tax, rate, levy, impost or duty (other than a tax on the net overall income of the Secured Party) and any interest, penalty, fine or expense relating to any of them;

'Transaction Documents' means:

(a) this document;

(b) the Collateral Security;

(d) any agreement relating to the priority of this document; and

(e) any other document that the parties agree is a Transaction Document;

'Transaction Party' means the Grantor and each other person who gives a Collateral Security, or any one or more of them and where a Transaction Party is a partnership, it includes the persons who carry on the business in the name of the partnership or under the name in which the business of the partnership may be conducted; and

'Trust' means the trust (if any) described in Item 2 of SCHEDULE 1 and Trust Deed means the deed of trust or settlement described in that item.

INTERPRETATION

(a) In this document, unless the context indicates otherwise, reference to:

(i) the following words and expressions have the meanings given to them in the PPSA: after-acquired property, attaches, bankruptcy, chattel paper, control, effective, financing statement, financing change statement, future advance, interest, inventory, located, perfected, perfection, possession, proceeds, register, registration, value and verification statement;

(ii) one gender includes the others;

(iii) the singular includes the plural and the plural includes the singular;

(iv) a person includes a natural person, firm, unincorporated association, corporation, partnership, joint venture and a government or statutory body or authority;

(v) a party to this document or another agreement or document includes the party's executors, administrators, successors and permitted substitutes (including persons taking by novation) or permitted assigns;

(vi) a statute, regulation or provision of a statute or regulation (Law) includes that Law as amended or re-enacted, a statute, regulation or provision enacted in replacement of that Law, another regulation or other statutory instrument made or issued under that Law and any amendment made to a statute, regulation or provision as a consequence of another statute, regulation or provision;

(vii) this document includes any schedule or annexure to it;

(viii) a thing (including any amount) is a reference to the whole and each part of it;

(ix) a clause, annexure or schedule is a reference to a clause of, or annexure or schedule to, this document;

(x) an agreement or document is to the agreement or document as amended, novated, supplemented or replaced, except to the extent prohibited by this document;

(xi) conduct includes an omission, statement or undertaking, whether or not in writing;

(xii) "property" or "asset" includes any real or personal, present or future, tangible or intangible property or asset and any right, interest, revenue or benefit in, under or derived from the property or asset;

(xiii) an amount for which a person is contingently liable includes an amount which that person may become actually or contingently liable to pay if a contingency occurs, whether or not that liability will actually arise;

(xiv) a right includes a benefit, remedy, discretion, authority and power;

(xv) an obligation includes any warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(xvi) "$" or "dollars" is a reference to the lawful currency of Australia;

(xvii) payment includes repayment, discharge or satisfaction; and

(xviii) know your customer checks means any know your customer obligations or other identification requirements, checks or procedures in connection with any law.

(b) "Including" and similar expressions are not words of limitation.

(c) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(d) Headings and any table of contents or index are for convenience only and do not form part of this document or affect its interpretation.

(e) Where a Transaction Party would have been liable but for its Insolvency, it will be taken to remain liable.

(1) PARTIES

If the Grantor comprises 2 or more persons, a reference to the Grantor includes each and any 2 or more of them, and this document binds each of them separately and any 2 or more of them jointly.

(2) SECURITY

(2.1) Grant of Security

(a) As security for the performance of the Related Agreement and payment of the Secured Money the Grantor hereby charges and grants to the Secured Party a PPSA Security Interest in the Collateral.

(b) The Grantor acknowledges that the Secured Party has suffered a detriment, or the Grantor has been given a benefit, including the Secured Party's entrance into the Related Agreement.

(2.2) Attachment

The Grantor acknowledges and confirms that:

(a) the Secured Party has given value for the Secured Party's Security Interest in the Collateral, including by its promises under any Transaction Document or by providing or continuing to make available any financial accommodation to a Transaction Party;

(b) nothing in any Transaction Document is intended as an agreement that a Security Interest under this document attaches at a later time than the time specified in section 19(2) of the PPSA; and

(c) it has not made any other agreement with the Secured Party to vary the time of attachment of a Security Interest except in any express written agreement between the Grantor and the Secured Party.

(2.3) No Subordination

The Grantor acknowledges that nothing in any Transaction Document is intended as an agreement to subordinate any Security Interest that the Secured Party has in the Collateral in favour of any person.

(2.4) Priority

The parties acknowledge that the Security Interest in the Collateral has the same priority in relation to all Secured Money, including future advances.

(2.5) Security Interest Continues

If the Grantor disposes of or otherwise deals or agrees to deal with the Collateral in breach of any Transaction Document, the Grantor acknowledges that:

(a) the Secured Party has not:

(i) authorised any disposal or dealing or agreement to deal; or

(ii) agreed that any disposal or dealing or agreement to deal will extinguish any Security Interest held by the Secured Party; and

(b) the Secured Party's Security Interest continues in the Collateral despite the disposal or dealing or agreement to deal.

(3) GRANTOR MUST PAY SECURED MONEY

The Grantor must pay the Secured Money to the Secured Party:

(a) in accordance with any agreement that obliges the Grantor to pay it; or

(b) if there is no agreement or no Event of Default has occurred (whether continuing or not):

(i) on demand, at a place and in a manner, reasonably required by the Secured Party;

(ii) by 11.00am local time in the place where payment is to be made; and

(iii) in immediately available funds and without set-off, counter claims, conditions or deductions or withholdings unless required by any applicable law.

(4) GRANTOR MUST PAY INTEREST

(a) The Grantor must pay interest on that part of the Secured Money owing by the Grantor to the Secured Party in accordance with any agreement requiring interest to be paid on the Secured Money or, if there is no agreement, at the rate of 2% per annum above the rate quoted by the Secured Party or the Secured Party's principal bankers, as the case may be, as its benchmark or indicator rate for business overdrafts.

(b) If the liability of the Grantor to pay to the Secured Party any money payable under this document becomes merged in any deed, judgment, order or other thing, the Grantor must pay interest on the amount owing under that deed, judgment, order or other thing at the higher of the rate payable under this document and that fixed by or payable under that deed, judgment, order or other thing.

(5) DEALING WITH COLLATERAL

(5.1) Dealing

Except as permitted by clauses 5.2 and 5.3 or with the prior written consent of the Secured Party, the Grantor must not do or agree to do any of the following in relation to the Collateral:

(a) create or attempt to create or agree or permit to exist any Security Interest over the Collateral other than a Permitted Security Interest;

(b) sell, assign, transfer or declare a trust over or otherwise dispose of the Collateral;

(d) give control of the Collateral to another person other than the Secured Party;

(e) part with possession of the Collateral (including any chattel paper) other than by giving possession to the Secured Party;

(f) allow a set-off or combination of accounts;

(g) change the nature of the Collateral;

(h) permit any of the Collateral to:

(i) become an accession to any goods that are not Collateral or subject to a Collateral Security; or

(ii) be commingled with any product or mass that is not Collateral or subject to a Collateral Security; and

(in each case only if the priority of the Security Interest created by this document or Collateral Security in the Collateral, product or mass is no less favourable than the priority of the Secured Party's Security Interest in the goods that are or are to become an accession or commingled in the product or mass;)

(i) where the Collateral is located in Australia, remove or permit the removal of the Collateral to any place outside Australia;

(j) change the location of the Collateral from the location at which the Grantor carries on business or on which the Collateral is situated; or

(k) deal in any other way with the Collateral or interest in it or allow any interest in it to arise and be varied.

(5.2) Inventory

The Grantor may dispose of inventory in the ordinary course of the Grantor's ordinary business, unless the Secured Party has given the Grantor a notice to the effect that the Grantor may not deal in the inventory specified in the notice. The Secured Party may do this at any time.

(5.3) Proceeds

(a) Where proceeds are covered by the definition of Collateral only because they are proceeds of other Collateral, clause 5.1 does not apply to those proceeds unless:

(i) the proceeds arose from a dealing in breach of any Transaction Document; or

(ii) the Secured Party has given the Grantor a notice to the effect that the Grantor may not deal with the proceeds, which the Secured Party may do at any time; or

(iii) the Secured Party has requested the Grantor to pay the proceeds into a Deposit Account pursuant to clause 5.3(b).

(b) If required to do so under SCHEDULE 2 or if otherwise requested by the Secured Party, the Grantor must immediately pay any proceeds forming part of the Collateral into a Deposit Account.

(5.4) Priority agreement

(a) If requested by the Secured Party, the Grantor must ensure that the holder of any other Security Interest (including a Permitted Security Interest that is non consensual) enters into a priority agreement regulating the priority between Security Interests under this document and any other Security Interest over the Collateral in a form acceptable to the Secured Party.

(b) The Grantor agrees to comply with all obligations under any other Security Interest in connection with the Collateral.

(5.5) Creation of Security Interest without consent

(a) Subject to clause 5.5(b) if a law entitles the Grantor to create or allow another Security Interest (other than a Permitted Security Interest) in connection with the Collateral without the consent of the Secured Party, this clause 5.5 does not operate to require the Grantor to obtain the Secured Party's consent before creating or allowing that other Security Interest.

(b) If the Grantor intends to create or allow that other Security Interest in accordance with clause 5.5(a) the Grantor agrees to:

(i) notify the Secured Party at least 7 Business Days before creating that Security Interest; and

(ii) if the Secured Party so requests, enter into a priority agreement in accordance with clause 5.4(a).

(6) REPRESENTATIONS AND WARRANTIES

(6.1) Transaction Document representations

The Grantor represents and warrants that all representations and warranties given by the Grantor in any Transaction Document are correct and not misleading or will be when given.

(6.2) General

The Grantor represents and warrants to the Secured Party that:

(a) it has full legal capacity to own and use its property and carry on its business as it is being currently conducted;

(b) the obligations expressed to be assumed by it in any Transaction Document to which it is a party are legal, valid, binding and enforceable obligations subject to any general principles of law affecting creditors' rights and any necessary stamping and registration requirements;

(c) the unconditional execution and delivery of, and compliance with its obligations under this document do not contravene:

(i) any law binding on it or affecting it;

(ii) its constitutional documents;

(iii) any agreement or instrument to which it is a party; or

(iv) its obligation to any other person;

(d) it has capacity unconditionally to execute and deliver and comply with its obligations under this document, and has taken all necessary action to authorise the unconditional execution and delivery of and the compliance with its obligations under this document;

(e) all Authorisations necessary to enable it to unconditionally execute and deliver and comply with its obligations under this document and carry on its business as currently conducted have been obtained, effected and complied with and are in full force and effect;

(f) in the Relevant Jurisdiction it is not necessary that:

(i) the Transaction Documents be filed, notified, recorded or enrolled with any court or Government Agency; or

(ii) any Tax be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents other than payment of all applicable stamp duty payable on any Transaction Document;

(g) unless a trust is specified in Item 2 of SCHEDULE 1 it has not entered into this document and does not hold any of the Collateral as trustee of any trust;

(h) it is not Insolvent and there are no reasonable grounds to suspect that it will become Insolvent;

(i) it has and will have at all times sufficient rights to grant a Security Interest in the Collateral to the Secured Party, subject always to the interest of a secured party under any Permitted Security Interest;

(j) the Collateral is free from Security Interests other than Permitted Security Interests;

(k) without limiting clauses 6.2(i) and 6.2(j), other than the Secured Party, no person has perfected a Security Interest in any Collateral by possession or control;

(l) this document creates a first ranking Security Interest over the Collateral, subject to Permitted Security Interests unless the Secured Party has agreed to a lesser ranking Security Interest in which event it has the priority that the Secured Party has agreed to; and

(m) the entry into this document is for its commercial benefit.

(6.3) Future property

When the Grantor acquires any Collateral or the Collateral comes into existence after the date of this document, the Grantor is deemed to have given the representations and warranties set out in this clause 6 in relation to that Collateral.

(6.4) Repetition

The representations and warranties are deemed to be made by the Grantor by reference to the facts and circumstances then existing on the date of this document and each other Transaction Document.

(6.5) Reliance

The Grantor acknowledges that it makes the representations and warranties in this clause, which are made on the date of this document, with the intention of inducing the Secured Party to enter into the Transaction Documents and the Secured Party enters into the Transaction Documents on the basis of, and in full reliance on, each of the representations and warranties.

(6.6) Additional representations and warranties

The representations and warranties in this document are in addition to any other representations and warranties in any other Transaction Document.

(7) UNDERTAKINGS

(7.1) Undertakings remain in full force

The obligations and undertakings in this clause 7 remain in full force from the date of this document for so long as the Secured Money or any other amounts are outstanding under any Transaction Document.

(7.2) Grantor's undertakings

The Grantor undertakes to do the following:

(a) registration

(i) give to the Secured Party all details and information necessary to enable the Secured Party to make an effective registration to perfect its Security Interest and ensure that it continues to remain effective; and

(ii) at its own cost immediately register this document or any other Transaction Document with any Government Agency if that registration is necessary to perfect the Security Interests granted in clause 2.1 or protect the rights and priority of the Secured Party;

(b) information

(i) give to the Secured Party, promptly on being notified of it, any notice under section 120 of the PPSA that is given to a debtor of a Transaction Party or any other person that owes or may owe money to a Transaction Party, in connection with any money that it is claimed that the Transaction Party owes;

(ii) give to the Secured Party, promptly on demand:

(A) any information in the possession or under the control of the Grantor that in the Secured Party's reasonable opinion is relevant to the Collateral or this document; and

(B) a certificate signed on behalf of the Grantor certifying whether or not an Event of Default has occurred and, if one has occurred, full written particulars of the action taken or proposed to be taken by the Grantor to remedy it;

(iii) give to the Secured Party, promptly on becoming aware of it, full particulars of:

(A) any person taking steps to register or registering a financing statement in relation to the Collateral; and

(B) any steps being taken to move any Collateral out of Australia;

(iv) give to the Secured Party, promptly, any other information about the Grantor or its financial condition or business or operations that the Secured Party reasonably requests and in a form acceptable to the Secured Party;

(v) promptly give to the Secured Party, if the Grantor requests the Secured Party to give its consent to any matter or thing, all information it reasonably requires to decide whether to give or withhold that consent; and

(vi) promptly give to the Secured Party, to the extent that any event or occurrence would cause any information in a financing statement in relation to the Collateral to be different if it were to be re-registered, notice of that event or occurrence at least 10 Business Days prior to that event or occurrence;

(c) insurance

(i) effect and maintain Insurance over and in relation to the Collateral with reputable, responsible and solvent insurers:

(A) for amounts, against risks and on terms that the Secured Party reasonably requires; or

(B) if the Secured Party does not notify the Grantor of its requirements, that a prudent and reasonable owner of the Collateral would effect and maintain, and in any event insurance against loss or damage for no less than the full replacement value of the Collateral;

(ii) to the extent legally permissible ensure that each Insurance is taken out in the names of the Grantor and the Secured Party as co-insureds and insure their respective insurable interests in the Collateral;

(iii) pay the premiums and other amounts payable for the Insurance when due and, on demand give to the Secured Party a certificate in form and substance satisfactory to the Secured Party from the insurer to the effect that the required Insurance is current and no premiums or other money is due and owing to the insurer;

(iv) not do or permit or omit to be done anything that may prejudice or make void or voidable any of the Insurance;

(v) on demand, give to the Secured Party all policies and documents relating to the Insurance, including all renewal certificates, certificates of currency and endorsement slips; and

(vi) not without the prior written consent of the Secured Party (but the Secured Party may) enforce, conduct, settle or compromise claims under any Insurance in relation to the Collateral irrespective of whether the Insurance also relates to other property;

(d) insurance proceeds

Subject to the provisions of the Insurance and any other agreement between the parties, apply any money paid by an insurer under any Insurance towards the replacement, reconstruction or reinstatement of the Collateral in respect of which the money is paid except to the extent to which the Secured Party may require it to be applied in payment or satisfaction of any part of the Secured Money whether or not it is due for payment;

(e) change of name or other details

not change its name or other details without notifying the Secured Party of the proposed new name or other details at least 7 Business Days before it proposes to do so;

(f) maintain Collateral

(i) keep the Collateral in good repair and in good working order;

(ii) protect the Collateral from theft, damage or loss;

(iii) promptly notify the Secured Party if all or a substantial part of the Collateral is stolen, seriously damaged or lost;

(iv) not do anything or permit anything to be done or omit to do anything that materially lowers the value or may lower the value of the Collateral; and

(v) promptly carry out any direction of the Secured Party to remedy any defect in the condition of the Collateral;

(g) spare parts

maintain adequate stocks of spare parts to enable the continued operation of the Equipment;

(h) operation

ensure that the Equipment is only operated:

(i) in accordance with all requirements of law and recommendations of the manufacturer; and

(ii) in a proper and careful manner by persons who are qualified and otherwise fit to do so;

(i) financing statements

not without the prior written consent of the Secured Party permit any financing statement, other than in relation to the Secured Party, to be registered in respect of the Collateral;

(j) default

not cause or permit any Event of Default to occur;

(k) authorisations

obtain and maintain in full force and effect all Authorisations required for the continued operation of the Equipment;

(l) comply with laws

comply with its obligations in relation to the Collateral, including:

(i) under any Security Interest over the Collateral;

(ii) any law binding on it or affecting it;

(iii) any Authorisation applicable to the Collateral;

(iv) any requirements of any Government Agency binding on it or its business, that, if it failed to comply, will or may materially impair its ability to perform its obligations under the Transaction Documents; and

(v) institute or defend any legal proceedings that the Secured Party may reasonably require to protect the Collateral;

(m) right of inspection and entry

(i) allow the Secured Party and its Representatives to inspect the Collateral at any reasonable time;

(ii) grant to the Secured Party and its Representatives at any reasonable time a right to enter on any property owned, used or occupied by it for any purpose related to this document; and

(iii) do everything on its part that is necessary or desirable to enable the Secured Party to exercise its rights under clause 7.2(m)(i) and (ii) including the use of the facilities and the services of personnel of the Grantor to the extent reasonably required by the Secured Party for that purpose;

(n) alterations

not alter any Goods or Equipment or remove any part from any Goods or Equipment unless the alteration or removal is:

(i) due to the refurbishment or refitting of any items in the ordinary course of the operation and maintenance of the Goods or Equipment;

(ii) because the relevant items are worn out, damaged, destroyed, or otherwise no longer suitable for the purposes for which they were acquired (in which case they must be replaced as soon as practicable);

(iii) required by law;

(iv) necessary for modification of the relevant items for the purposes of the operation of the Goods or Equipment or their maintenance or repair (in which case they must be replaced as soon as practicable);

(v) necessary to prevent damage or destruction of the relevant items(in which case they must be replaced as soon as practicable); or

(vi) in accordance with the consent of the Secured Party;

(o) know your customer

at the request of the Secured Party, promptly supply or procure the supply of documentation and other evidence as is reasonably requested by the Secured Party (on its behalf or for any prospective Secured Party) in order for the Secured Party or any prospective new Secured Party to carry out and be satisfied it has complied with all necessary know your customer checks under applicable law under the transactions contemplated in any Transaction Document;

(p) chattel paper

at the request of the Secured Party, promptly give possession of any chattel paper included in the Collateral to the Secured Party;

(q) control

to the extent that any Collateral is of a type over which a PPSA Security Interest could be perfected by control under the PPSA promptly do anything that the Secured Party may require to enable it to perfect its PPSA Security Interest by control;

(r) circulating assets

to the extent that the Collateral is of a type referred to in section 340(5) of the PPSA, do anything that the Secured Party may require to enable the Secured Party to control that Collateral for the purpose of section 340(2)(b) of the PPSA;

(s) grantor to protect its Security Interests

(i) if it is the secured party in relation to any PPSA Security Interest included in the Collateral:

(A) ensure that it takes all necessary steps under the PPSA to obtain the highest ranking priority possible, maintain continuous perfection (including perfection by control or possession) and protection of its PPSA Security Interest; and

(B) validly register its PPSA Security Interest on the PPS Register; and

(ii) without limiting clause 7.2(s)(i)(A) perfect and maintain continuous perfection of any PPSA Security Interest included in the Collateral that it may at any time hold.

(t) notice of Security Interest

if the Secured Party requests, attach to each item of the Goods or Equipment, and to each other part of the Collateral specified by the Secured Party, and maintain, a clearly visible weather resistant sign for the purposes of notifying all other persons of the Secured Party's interest in that property and that a disposal of that property or the granting of a Security Interest in that property other than a Permitted Security Interest will breach the relevant Transaction Document.

(7.3) rights of Secured Party

Clause 7.2 is not to be construed as negating or limiting and does not negate or limit any rights of the Secured Party under section 53(2) of the PPSA.

(8) DEFAULT

(8.1) Events of Default

Each of the following events listed in this clause 8 is an Event of Default (whether or not it is in the control of the Grantor):

(a) obligations under Transaction Documents

a Transaction Party fails to:

(i) pay or repay in accordance with its obligations under the Transaction Documents any part of the Secured Money when due; or

(ii) comply with any of its obligations under the Transaction Documents or with any condition of any waiver or consent by the Secured Party under or in connection with any Transaction Document;

(b) misrepresentation

a representation, warranty or statement by or on behalf of a Transaction Party in a Transaction Document, or in a document provided under or in connection with a Transaction Document, is not true in a material respect or is misleading in a material respect when made or repeated;

(c) Insolvent

a Transaction Party becomes Insolvent;

(d) enforcement against assets

a Security Interest becomes enforceable or is enforced, or a distress, attachment or other execution is levied or enforced over, all or any of the assets and undertaking of a Transaction Party;

(e) investigation

an investigation into all or part of the affairs of any Transaction Party commences under any law in circumstances material to its financial condition;

(f) related party

anything referred to in the preceding paragraphs of this clause 8, or having substantially similar effect, occurs with respect to any related party of a Transaction Party;

(g) Relevant Documents ineffective

(i) all or any part of a Relevant Document is terminated or is or becomes void, illegal, invalid, unenforceable, defective or of limited force and effect;

(ii) a party becomes entitled to terminate, rescind or avoid all or part of a Relevant Document; or

(iii) a party other than the Secured Party alleges or claims that an event described in clause 8.1(g)(i) has occurred or that it is entitled as described in clause 8.1(g)(ii);

(h) transfer despite prohibition

Collateral is or will be able to be transferred (including by sale or creating a Security Interest or under proceedings to enforce a judgment) in breach of a provision in this document prohibiting that transfer;

(i) priority and attachment

other than by any act of the Secured Party, any Security Interest created by this document or any Collateral Security:

(i) ceases to have the priority that it purports to have under this document or Collateral Security;

(ii) ceases or fails to attach to any Collateral that is intended to be the subject of this document or Collateral Security; or

(iii) ceases to secure the payment of the money or the performance of the obligations that it purports to secure;

(j) priority agreement

the Grantor does not comply with its obligations under any priority agreement entered into in accordance with this document;

(k) amendment of constitutional documents

the constitutional documents of a Transaction Party are amended in a material respect without the prior written consent of the Secured Party (which will not be unreasonably withheld);

(l) revocation of Authorisation

an Authorisation that is material to the performance by any Transaction Party of a Relevant Document, or to the validity and enforceability of a Relevant Document, is repealed, revoked or terminated or expires or is not registered, or is modified or amended or not renewed, or conditions are attached to it in a manner unacceptable to the Secured Party, and is not immediately replaced by another Authorisation acceptable to the Secured Party;

(m) compulsory acquisition

(i) all or any material part of the Collateral is compulsorily acquired by or by order of a Government Agency or under a law;

(ii) a Government Agency orders the sale, vesting or divesting of all or any material part of the Collateral; or

(iii) a Government Agency takes a step for the purpose of any of the above or proposes or threatens to do any of the above and the relevant Transaction Party fails to take or diligently pursue steps necessary or reasonably requested by the Secured Party for the purpose of preventing the occurrence of any of the events referred to in clauses 8.1(m)(i) or 8.1(m)(ii);

(n) Governmental interference

a law or anything done by a Government Agency wholly or partially to a material extent renders illegal, prevents or restricts the performance or effectiveness of a Relevant Document;

(o) Transaction Documents

any Event of Default (as that expression, or any equivalent expression, is defined in any Transaction Document) occurs;

(p) loan used for different purposes

a loan provided by the Secured Party is used for a purpose other than the stated purpose;

(q) natural persons

if the Grantor is a natural person and they die, they no longer have full legal capacity or they become incapable of managing their own affairs;

(r) partnerships

if the Grantor is a partnership and without the prior written consent of the Secured Party, the constitution of the partnership is changed or the partnership is dissolved; and

(s) associations

if the Grantor is an association or a co-operative and without the prior written consent of the Secured Party:

(i) an application is made, a resolution is passed or an order is made for the winding up of that Grantor; or

(ii) that Grantor becomes externally administered or a controller of a trustee for creditors is appointed in respect of its property.

(9) TRANSFER OF COLLATERAL

At any time after an Event of Default has occurred and if the Secured Party requests, the Grantor must use its best endeavours to ensure that any Authorisation that is required in relation to the Collateral is transferred to the Secured Party (or its Representative), a Receiver or Attorney.

(10) 58288852585 (852855 82 5585858 28858 282282582 8528525)

52 55582822 22 522 22525 582528 25288525 82 858 25 52525 522 22525 55528582822 82852222, 52 522 2822 52225 52 58222 22 8225582 558 28855525:

(5) 2585 52855822 52225282 5588822 52525 2588 52852222 25 522 8288522558 52855822 8282228 82225852282 22225825882;

(8) 252 5285525 25522 252 52 522 2822, 82 222882 22 252 2552225, 5288552 588 25 522 2552 22 252 5285525 22222 22 82 552 525 2525882 82225852282, 22 522525 25 52 5 85225 5522 58 252 5285525 25522 252 8228822 82 252 222882;

(8) 252 5285525 25522:

(8) 252, 82 252 2522 22 252 2552225 25 225258882, 52 522 2822, 52 52225822 2552 252 2552225, 25 82 252 2552225 88 5 82522552822 25 5 25582, 828 585282258 25 2558222 (58 252 8582 252 82), 82585 52 82 52852822 22 252 8288522558;

(88) 558 588 22525 582528 822225525 82 858 82 52852822 22 252 8288522558; 525

(888) 252 5222822 222 25 2252 828288258, 525 252 52 52225822 2552 5 82828825 252 52 52525 252 "828288258" 885582 22 2588 8225; 525

(5) 252 5285525 25522 252 22225 522 28582 252 5285525 25522 82882828 522 22 252 8288522558 88 5285 82 25525 22 52 522 22 252 58282.

(11) STATUTORY POWERS AND NOTICES

(11.1) Exclusion of PPSA provisions

To the extent the law permits:

(a) for the purposes of sections 115(1) and 115(7) of the PPSA:

(i) the Secured Party need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and

(ii) sections 142 and 143 are excluded;

(b) for the purposes of section 115(7) of the PPSA, the Secured Party need not comply with sections 132 and 137(3);

(c) if the PPSA is amended after the date of this document to permit the Grantor and the Secured Party to agree to not comply with or to exclude other provisions of the PPSA, the Secured Party may notify the Grantor that any of these provisions is excluded, or that the Secured Party need not comply with any of these provisions, as notified to the Grantor by the Secured Party; and

(d) the Grantor agrees not to exercise its rights to make any request of the Secured Party under section 275 of the PPSA (but this does not limit the Grantor's rights to request information other than under section 275).

(11.2) Exercise of rights by Secured Party

If the Secured Party exercises a right in connection with this document, that exercise is taken not to be an exercise of a right under the PPSA unless the Secured Party states otherwise at the time of exercise. However, this clause does not apply to a right which can only be exercised under the PPSA.

(11.3) No notice required unless mandatory

To the extent the law permits, the Grantor waives:

(a) its rights to receive any notice that is required by:

(i) any provision of the PPSA (including a notice of a verification statement); or

(ii) any other law before a secured party or Receiver exercises a right; and

(b) any time period that must otherwise lapse under any law before a secured party or Receiver exercises a right.

If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).

However, nothing in this clause prohibits the Secured Party or any Receiver from giving a notice under the PPSA or any other law.

(12) RECEIVERS

(12.1) Appointment of Receiver

(a) In addition to the powers under clause 10 the Secured Party may appoint any one or more persons as Receiver to any part of the Collateral in addition to and without prejudice to any of its other rights:

(i) if the Grantor requests the Secured Party to do so;

(ii) at any time after an Event of Default occurs; or

(iii) if the Secured Party, in its sole discretion, believes that any Collateral is at risk of being seized, becoming subject to a Security Interest or otherwise being dealt with in a manner inconsistent with the terms of this document.

(b) In exercising the power to appoint a Receiver, the Secured Party may:

(i) appoint a Receiver under clause 12.1(a) either before or after it has taken possession of the Collateral and either before or after any order has been made or a resolution passed for the winding up of the Grantor;

(ii) appoint a different Receiver for different parts of the Collateral;

(iii) if more than one person is appointed as Receiver of any part of the Collateral, empower them to act jointly or jointly and separately;

(iv) remove the Receiver, appoint another in substitution if the Receiver is removed, retires or dies; and

(v) fix the remuneration of the Receiver.

(c) The Secured Party may appoint any person or any 2 or more persons jointly or jointly and separately as its agent to exercise any of its rights under this document, in which case the provisions of clause 12.1 apply as if the agent was a Receiver.

(12.2) Receiver as agent

(a) Subject to clauses 12.2(b) and 12.2(c), a Receiver will be the agent of the Grantor who alone will be responsible for the Receiver's acts and omissions and remuneration.

(b) The Secured Party may appoint a Receiver as the agent of the Secured Party and delegate to a Receiver any of the Secured Party's rights under this document.

(c) To the extent that as a result of any order being made or a resolution being passed for the winding up of the Grantor, a Receiver ceases to be the agent of the Grantor, the Receiver will immediately become the agent of the Secured Party.

(12.3) Powers

(a) Subject to any restriction imposed by the Secured Party in the terms of the Receiver's appointment, a Receiver has the right in relation to any property in respect of which the Receiver is appointed to do everything that the Grantor may lawfully authorise an agent to do on its behalf in relation to that property and, without limitation, a Receiver may in relation to that property exercise:

(i) the rights capable of being conferred on receivers and receivers and managers by the PPSA, the Corporations Act and the laws of any relevant jurisdiction;

(ii) the rights set out in clause 10;

(iii) the rights of the Grantor and the directors of the Grantor;

(iv) if the Grantor is not a corporation to which the Corporations Act applies, the rights that the law would allow a Receiver to do if the Grantor was a corporation incorporated under the Corporations Act; and

(v) any other rights the Secured Party may by notice to a Receiver give to a Receiver.

(b) The Secured Party may by notice to a Receiver at the time of a Receiver's appointment or any subsequent times give any rights to a Receiver that the Secured Party determines.

(c) The interpretation of any right or power set out in this clause 12 is not restricted by reference to or inference from any other right or power.

(13) EXERCISE OF DEFAULT RIGHTS

(13.1) No hindrance

The Grantor must not cause or permit the Secured Party, a Receiver or an Attorney to be prevented or hindered from exercising its rights under this document.

(13.2) Performance of obligations

The Secured Party or any person authorised by it may at the cost of the Grantor do anything that the Secured Party determines is necessary or expedient to make good or remedy any breach by the Grantor of any of the provisions of this document.

(13.3) Secured Party in possession

(a) If the Secured Party, a Receiver or an Attorney exercises its rights under this document or takes possession of the Collateral, it will not be liable to account as a mortgagee in possession.

(b) If the Secured Party has taken possession of the Collateral it may give up possession of the Collateral at any time and may re-enter into possession.

(c) The Grantor's obligations under this document relating to the Collateral will not be affected by the Secured Party, a Receiver or an Attorney taking possession of the Collateral.

(13.4) Exclusion of legislation

(a) The provisions implied in Security Interests by any statute will for the purposes of this document be negatived or varied only so far as they are inconsistent with the provisions of this document and are otherwise varied so as to become consistent with this document.

(b) Any statutory restrictions (other than mandatory restrictions that cannot be excluded) on any right of the Secured Party, a Receiver or an Attorney to lease or otherwise deal with the Collateral will not apply to the rights of those persons under this document.

(13.5) Order of enforcement

The Secured Party is not:

(a) under any obligation to marshal in favour of the Grantor any Security Interest held by the Secured Party or any of the funds or assets that the Secured Party may be entitled to receive or have a claim on; and

(b) obliged to resort to any Collateral Security or enforce any rights against any other person before it resorts to enforcement of this document.

(14) APPLICATION OF MONEY

(14.1) Application

The Remedy Proceeds received under or arising out of this document or any Collateral Security granted by the Grantor will be applied towards paying the Secured Money subject to the repayment of any claims having priority over any claim of the Secured Party.

(14.2) Order of payment

Subject to any applicable law to the contrary including section 140 of the PPSA:

(a) the Secured Party may determine the order of application of the Remedy Proceeds in its absolute discretion; and

(b) if the Secured Party does not make a determination under clause 14.2(a) the Remedy Proceeds are to be applied in the following order:

(i) first, towards the payment or reimbursement of all costs and expenses (other than remuneration of any Receiver or Attorney) incurred by the Secured Party, any Receiver or any Attorney in or incidental to the exercise or enforcement or attempted exercise or enforcement of its rights under this document or any Collateral Security;

(ii) secondly, towards the remuneration of any Receiver or Attorney;

(iii) thirdly, towards satisfaction of the Secured Money; and

(iv) fourthly, as to any surplus to the Grantor or other person entitled to it or authorised to give receipts for it.

(14.3) Creditor's certificate and disputes

(a) The Secured Party may rely on a certificate issued by any person who claims to be entitled to receive any of the Remedy Proceeds to the effect that the Grantor owes money to it and stating the amount owing, without being obliged to make any further enquiry.

(b) If there is any dispute between any persons (other than the Secured Party) as to who is entitled to receive the Remedy Proceeds, the Secured Party may pay that money into court and when that is done the Secured Party will have no further obligations in relation to that money.

(14.4) No interest on Remedy Proceeds

The Secured Party is not obliged to pay interest on the Remedy Proceeds to any person.

(14.5) Payment into bank account

If the Secured Party pays any money into a bank account in the name of any person to whom the Secured Party is obliged to pay money under this clause 14 and notifies that person of the particulars of the account the Secured Party will have no further obligations in relation to that money.

(14.6) Contingent and prospective indebtedness

If at the time a distribution of Remedy Proceeds is being made under clause 14.2 and:

(a) any of the Secured Money is contingently owing; or

(b) in the reasonable opinion of the Secured Party there is a prospect that the money forming part of the Secured Money may become owing (whether actually or contingently) by the Grantor to the Secured Party,

then the Secured Party:

(i) may retain any part of the Remedy Proceeds; and

(ii) pay that part of the Remedy Proceeds into an interest bearing deposit account,

to hold as security for the payment of the Secured Money on terms that the Secured Party determines with any person until that part becomes actually owing or no longer falls within the definition of Secured Money;

(d) at any time, may apply any money in that account towards the satisfaction of any money due for payment by the Grantor to the Secured Party in any way that the Secured Party determines; and

(e) when the Secured Money is in the opinion of the Secured Party satisfied in full the Secured Party will apply the balance (together with interest earned on the deposit) in accordance with clause 14.2.

(14.7) Payments during default notice period

If, during the period from the service of a notice requiring the rectification of a default in the payment of money by the Grantor under this document or any Collateral Security and the expiration of that notice, the Grantor pays any money to the Secured Party towards satisfaction of the Secured Money, the Secured Party may apply that money:

(a) first, towards satisfaction of any money due for payment by the Grantor to the Secured Party other than that which is the subject of the notice; and

(b) secondly, towards satisfaction of the money that is the subject of the notice.

(14.8) Accounting for Remedy Proceeds

The Secured Party, any Receiver or any Attorney is not obliged to account to the Grantor for any money relating to the exercise by any of them of any right until money is actually received in immediately available funds and, without limitation, if any of them sell the Collateral on terms by which:

(a) any part of the purchase price remains unpaid (whether secured or unsecured) after transfer of the Collateral to the purchaser; or

(b) the purchase price is payable in instalments on or before the transfer of the Collateral to the purchaser,

they are not obliged to account for the purchase price before it is actually received in immediately available funds.

(15) THIRD PARTY DEALINGS

(15.1) Secured Party's receipts and discharges

The Secured Party may give valid discharges and receipts for any money payable by any third party in respect of any exercise of a right by the Secured Party, any Receiver or any Attorney.

(15.2) No challenge to disposal

The Grantor agrees that:

(a) if the Secured Party, any Receiver or Attorney transfers or otherwise disposes of the Collateral the Grantor will not challenge the acquirer's right to acquire the Collateral; and

(b) it will not seek to reclaim that Collateral.

(15.3) No duty to enquire

(a) Any person dealing with the Secured Party, any Receiver or any Attorney in relation to the exercise by any of them of a right under this document will not be concerned to enquire whether:

(i) the right is exercisable or properly exercised;

(ii) the Receiver or Attorney is properly appointed; or

(iii) any money paid by that person to the Secured Party, Receiver or Attorney is properly applied,

and the title of that person to any property acquired by that person from the Secured Party, Receiver or Attorney will not be adversely affected by the right not being exercisable or any improper appointment, exercise of the right or application of money by the Secured Party, any Receiver or any Attorney of which that person does not have actual notice.

(b) The benefit of clause 15.3(a) is held on trust for the benefit of the Secured Party and each person dealing with the Secured Party, any Receiver or Attorney.

(16) PRESERVATION OF RIGHTS

(16.1) Reinstatement of rights of Secured Party

If any transaction, or any payment or transfer received by the Secured Party, relating to the Secured Money is void, voidable, refunded by the Secured Party in its discretion or is otherwise unenforceable or refundable:

(a) the Secured Party will be immediately entitled as against the Grantor to all rights in respect of the Secured Money (whether under this document, any Collateral Security or otherwise) that it would have had if the transaction had not occurred or the payment or transfer had not been received and any such money received by the Secured Party will be treated as never having been received by the Secured Party;

(b) any release, discharge or settlement given or made as a result of that transaction or the receipt of that payment or transfer will be of no force and effect; and

(c) the Grantor must immediately do all things and sign the documents necessary or desirable to restore to the Secured Party:

(i) the security created by this document and any Collateral Security; and

(ii) the Secured Party's rights under this document and any Collateral Security,

held by the Secured Party immediately before the transaction being entered into or the payment or transfer being received.

(16.2) Primary obligations

The Grantor's obligation to pay the Secured Money is a primary obligation and the Secured Party is not obliged to proceed against or enforce any other right against any person or property or demand payment from any other person before making a demand for payment by the Grantor of the Secured Money.

(16.3) No marshalling

The Secured Party is under no obligation to marshal in favour of the Grantor or to exercise, recover, apply or perfect any Security Interest that the Secured Party holds at any time or any money or property that the Secured Party may be entitled to receive or have a claim against.

(16.4) No merger

This document is in addition to and is not in any way prejudiced by any judgment, order or other thing and the Secured Party's rights under this document will not be merged with any judgment, order or other thing.

(17) COSTS AND EXPENSES

The Grantor must within 5 Business Days of demand pay or reimburse the Secured Party the amount of all costs and expenses incurred by the Secured Party for anything that must be done in connection to this document (including paying all Taxes and any remuneration to the Secured Party, Receiver or Attorney) and whether or not at the request of the Secured Party.

(18) INDEMNITIES

(18.1) Indemnify Secured Party

The Grantor must, within 3 Business Days of demand, indemnify the Secured Party against any liability, loss, cost or expense incurred by the Secured Party as a result of:

(a) the occurrence of any Event of Default;

(b) any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Grantor or the transactions contemplated or financed under this document;

(c) a failure by the Grantor to pay any amount due under a Transaction Document on its due date (except where paid in accordance with this document); or

(d) the Secured Party acting or relying in good faith on any notice or other communication from or genuinely believed to be from the Grantor.

in each case except to the extent that the liability, loss, cost or expense does not arise as a result of any fraud, gross negligence or wilful misconduct of the Secured Party or any of its employees.

(18.2) Survival of obligations

Each indemnity in this document is a continuing obligation, separate and independent from the other obligations of the Grantor and survives the termination of this document.

(19) ASSIGNMENTS AND TRANSFERS

(19.1) Assignments and transfers by the Secured Party

The Secured Party may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights or obligations,

under the Transaction Documents to any other entity.

(19.2) Grantor authorises assignment or transfer

(a) The Secured Party is not obliged to obtain the Grantor's consent to, or notify the Grantor of, any such assignment or transfer.

(b) The Grantor irrevocably authorises the Secured Party to execute any document effecting a transfer by novation under clause 19.1(b) on its behalf, without any consultation with the Grantor.

(19.3) Assignment and transfer by the Grantor

The Grantor must not assign or transfer any of its rights under the Transaction Documents without the prior written consent of the Secured Party.

(20) SET-OFF (SECURED PARTY MAY SET OFF OBLIGATION)

If an Event of Default occurs and is continuing the Secured Party may, but need not, set off any obligation due from the Grantor under the Transaction Documents against any obligation owed by the Secured Party to the Grantor regardless of the place of payment, booking branch (in Australia or elsewhere) or currency of the obligation.

(21) CERTIFICATES

(21.1) Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Transaction Document, the entries made in the accounts maintained by the Secured Party are, unless the contrary is proved, sufficient evidence of the matters to which they relate.

(21.2) Certificates and determinations

(a) Secured Party

Any certification or determination by the Secured Party of an exchange rate, a rate of interest, or amount under any Transaction Document and any other matter is, unless the contrary is proven, sufficient evidence of the matters to which it relates.

(b) Grantor

The Grantor:

(i) irrevocably authorises the Secured Party to rely on a certificate by any person purporting to be its director or secretary as to the identity and signatures of its Authorised Officers; and

(ii) warrants that those persons have been authorised to give notices and communications on its behalf under or in connection with the Transaction Documents.

(21.3) Not obliged to give reasons

The Secured Party is not obliged to give the reasons for its determination or opinion in relation to any matter under any Transaction Document.

(22) PARTIAL INVALIDITY

If, at any time, any provision of any Transaction Document is or becomes illegal, invalid or unenforceable in any respect under any applicable law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of the provision under the applicable law of any other jurisdiction is in any way affected or impaired.

(23) 85258555 888 2855585

(5) 82 2588552 22 25258882, 225 522 52852 82 2525888822, 22 252 2552 22 252 5285525 25522, 522 58252 25 522252 52525 252 55528582822 828522228 22255228 58 5 858825, 225 522 882282 25 2552858 25258882 22 522 58252 25 522252 25282228 522 2552525 25 22525 25258882 25 252 25258882 22 522 22525 58252 25 522252.

(8) 552 582528 525 52225828 25288525 82 2588 52852222 552 8525852882 525 222 258858882 22 522 582528 25 52225828 25288525 82 5228885882 858.

(24) AMENDMENTS AND WAIVERS

Any term of a Transaction Document may be amended or waived only in writing with the consent of the Secured Party and any amendment or waiver is binding on all parties.

(25) CONFIDENTIALITY

(25.1) Disclosure

(a) Subject to subclause (b), neither party may disclose the existence or content of any Transaction Document nor any other information of a kind referred to in section 275(1) of the PPSA.

(b) A party may disclose information or documents referred to in subclause (a) as follows:

(i) in the case of the Secured Party:

(A) in assigning, transferring or otherwise contracting with another person in connection with a Transaction Document (including by way of sub-participation or securitisation) or seeking to do any of those things;

(B) in any proceeding arising out of or in connection with a Transaction Document;

(C) to the extent that disclosure is regarded by the Secured Party as necessary to protect its interests or to comply with its obligations under the PPSA;

(D) if an Event of Default has occurred and is continuing;

(E) to its legal advisers and its consultants; or a ratings agency;

(ii) if required under any applicable law;

(iii) as required or permitted by a Transaction Document; or

(iv) with the prior written consent of the other party, which must not be unreasonably withheld.

(d) Subclause (b) does not require the Secured Party to disclose any information of the kind referred to in section 275(1) of the PPSA. The Grantor agrees that it will not waive any duty of confidence that would otherwise permit non-disclosure under section 275 and that it will only authorise the disclosure of information under section 275(7)(c) or request information under section 275(7)(d) with the prior written consent of the Secured Party.

(e) This clause 25 survives the termination of this document.

(26) ATTORNEY

(26.1) Appointment

The Grantor irrevocably appoints the Secured Party and each Authorised Officer of the Secured Party, its attorney with the right:

(a) at any time to:

(i) comply with the obligations of the Grantor under this document;

(ii) do everything that in the Attorney's reasonable opinion is necessary or expedient to enable the exercise of any right of the Secured Party in relation to this document or any Authorisation;

(iii) complete this document;

(iv) complete any document executed by or on behalf of the Grantor in blank and deposited with the Secured Party as a Collateral Security;

(v) appoint substitutes and otherwise delegate its powers (including this power of delegation); and

(vi) control any of the Collateral that is collateral within the meaning of section 21(2)(c) of the PPSA; and

(b) after any Event of Default has occurred, to do everything that the Grantor may lawfully authorise an agent to do in relation to this document and the Collateral.

(26.2) General

(a) Any Attorney may exercise its rights despite that the exercise of the right constitutes a conflict of interest or duty.

(b) The Grantor by this document ratifies any exercise of a right by an Attorney.

(i) to secure the compliance by the Grantor with its obligations to the Secured Party under this document and any proprietary interests of the Secured Party under this document; and

(ii) for valuable consideration (receipt of which is acknowledged), which includes the acceptance of this document by the Secured Party at the Grantor's request.

(27) RELEASES

(27.1) Partial release

At the request in writing of the Grantor and at the cost of the Grantor, the Secured Party may in its discretion and on the terms and conditions as it requires, execute a partial release of any of the Collateral from the Security Interest created by this document.

(27.2) Full release

At the request in writing of the Grantor and at the cost of the Grantor, the Secured Party will release the Collateral from the Security Interest created by this document if the Grantor's obligation to pay the Secured Money and perform all of the Grantor's other obligations to the Secured Party are satisfied and in the Secured Party's reasonable opinion:

(a) there is no prospect that money or damages will become owing (whether actually or contingently) by the Grantor to the Secured Party; and

(b) no payment towards the satisfaction of the Grantor's obligation to pay the Secured Money is likely to be void, voidable or refundable under any applicable law (including any law relating to Insolvency).

(27.3) Record on PPS Register

If the Secured Party releases Collateral from a PPSA Security Interest, it will register a financing statement or financing change statement on the PPS Register if it is required to do so under the PPSA.

(28) FURTHER ASSURANCES

(28.1) Notice to Grantor

The Secured Party may, by notice to the Grantor at any time, require the Grantor to do any or all of the following things:

(a) take all steps, provide information, produce documents and obtain consents;

(b) execute any notice, consent, document or amendment to a Transaction Document;

(c) execute and deliver to the Secured Party, transfer forms in relation to any of the Collateral (undated and blank as to transferee and consideration); or

(d) do any other thing,

that the Secured Party considers necessary or desirable to:

(e) ensure that any Transaction Document or any Security Interest arising under any of them, is enforceable;

(f) effect or complete the provisions of each Transaction Document;

(g) reserve or create any type of Security Interest over any part of the Collateral in a manner not inconsistent with this document with any additional terms reasonably required by the Secured Party having regard to the nature of that part of the Collateral and the type of additional Security Interest being created, including an assignment of any Collateral;

(h) stamp, protect, perfect, record, or better secure the position of the Secured Party under any Transaction Document in any relevant jurisdiction;

(i) obtain or preserve the priority position of the Secured Party contemplated by this document; or

(j) overcome any defect or adverse effect arising from the PPSA.

(28.2) Compliance with notice

The Grantor must:

(a) comply with the requirements of a notice under clause 28.1 within the time stated in the notice at the cost and expense of the Grantor;

(b) reimburse the costs of the Secured Party in connection with anything the Grantor is required to do under this clause; and

(c) promptly notify the Secured Party of any change to information that it provides to the Secured Party under this clause.

(28.3) Transaction Document

Any new document that the Grantor is required to sign under clause 28.1 constitutes a Transaction Document.

(28.4) Authority to complete blanks

The Grantor agrees:

(a) that the Secured Party may complete and fill in any blanks in this document or any document connected with it (including assignments and transfers, financing statements, financing change statements, amendment demands or any Corporations Act or PPSA forms); and

(b) to ensure that it provides any necessary approval to the registration of any of the documents referred to in clause 28.4(a).

(29) SEVERABILITY

Any provision of this document or any Collateral Security that is prohibited or unenforceable in any jurisdiction is ineffective to the extent of that prohibition or unenforceability. This does not invalidate or affect the validity and enforceability of that provision in any other jurisdiction nor the validity and enforceability of the remaining provisions of this document or any Collateral Security.

(30) WAIVER AND EXERCISE OF RIGHTS

(30.1) Waiver

A right in favour of the Secured Party under this document, a breach of an obligation of the Grantor under this document or the occurrence of an Event of Default can only be waived by a written instrument signed by the Secured Party. No other act, omission or delay of the Secured Party will constitute a waiver.

(30.2) Exercise of rights

A single or partial exercise or waiver by the Secured Party of a right relating to this document will not prevent any other exercise of that right or the exercise of any other right.

(30.3) No liability

The Secured Party and its Representatives will not be liable for any loss, claim, cost or expense of the Grantor caused or contributed to by the waiver of, exercise of, attempted exercise of, failure to exercise or delay in exercising a right of the Secured Party and the Secured Party holds the benefit of this clause 30 on trust for itself and its Representatives.

(31) NOTICES

(31.1) Must be in writing

A notice or other communication connected with this document (Notice) has no legal effect unless it is in writing.

(31.2) Service

In addition to any other method of service provided by law, the Notice may be:

(a) sent by prepaid post to the address of the addressee set out in this document or subsequently notified;

(b) sent by facsimile to the facsimile number of the addressee;

(d) delivered at the address of the addressee set out in this document or subsequently notified.

(31.3) Address for Service

The address for service, facsimile number and email addresses for the parties to this document are as specified in SCHEDULE 1 or any other address, facsimile number or email address in the same country subsequently notified by one party to the other party for this document.

(31.4) Delivery

If the Notice is sent or delivered in a manner provided by clause 31.2 it must be treated as given to and received by the party to which it is addressed:

(a) if sent by post, on the 2nd Business Day (at the address to which it is posted) after posting;

(b) if sent by facsimile or email before 5pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt; or

(c) if otherwise delivered before 5pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery.

(31.5) Facsimile and email

Despite clause 31.4(b) :

(i) a facsimile is not treated as given or received unless at the end of the transmission the sender's facsimile machine issues a report confirming the transmission of the number of pages in the Notice;

(ii) an email is not treated as given or received if the sender's computer reports that the message has not been delivered; and

(iii) a facsimile or email is not treated as given or received if it is not received in full and in legible form and the addressee notifies the sender of that fact within 3 hours after the transmission ends or by 12 noon on the Business Day on which it would otherwise be treated as given and received, whichever is later.

(31.6) Valid Notice

A Notice sent or delivered in a manner provided by clause 31.2 must be treated as validly given to and received by the party to which it is addressed even if the addressee has become Insolvent or is deregistered or is absent from the place at which the Notice is delivered or to which it is sent, or if the Notice is returned unclaimed.

(31.7) Notice

Any Notice by a party may be given and may be signed by its solicitor.

(31.8) PPSA Notice

Despite anything in this clause 31 the Grantor agrees to send any Notice in connection with a PPSA registration to the address for service specified in the registration.

(32) SOVEREIGN IMMUNITY

The Grantor irrevocably waives any immunity that it or its property has from:

(a) set-off;

(b) legal, arbitral or administrative proceedings;

(c) any process or order of any court, administrative tribunal or arbitrator for the satisfaction or enforcement of a judgment, order or arbitral award or for the arrest, detention or sale of any property; or

(d) service on it of any process, judgment, order or arbitral award,

on the grounds of sovereignty or otherwise under any law of any jurisdiction where any proceedings may be brought or enforced in relation to any Event of Default under this document.

(33) GOVERNING LAW AND JURISDICTION

(33.1) Relevant Jurisdiction

The law of the Relevant Jurisdiction and of the Commonwealth of Australia applying there governs this document and, to the extent the law permits, each PPSA Security Interest under it.

(33.2) Non-exclusive jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of the Relevant Jurisdiction and Australia.

(34) COUNTERPARTS

This document may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same instrument.

(35) EXECUTION BY ATTORNEY

If an attorney executes this document, the attorney declares that the attorney has no notice of revocation, termination or suspension of the power of attorney under which the attorney executes this document.

(36) CONSUMER CREDIT LAW

If the Consumer Credit Law applies to this document:

(a) to the extent that the Secured Money relates to money due under any contract or transaction regulated by the Consumer Credit Law, the Secured Money does not under this document include any Secured Money not permitted to be secured under the Consumer Credit Law; and

(b) if the Consumer Credit Law would make a provision of this document illegal or void this document is to be read down to the extent necessary to prevent that effect or if this is not possible that provision is treated as omitted.

(37) GRANTOR IS NOT TRUSTEE

The parties confirm that the Grantor is not a trustee of a trust.

Executed as a Deed on the date shown on the first page.

Signed sealed and delivered by ________:

........................................................................
________

Before the following witness:

........................................................................
Witness signature

........................................................................
Witness name

Signed sealed and delivered by ________:

........................................................................
________

Before the following witness:

........................................................................
Witness signature

........................................................................
Witness name

SCHEDULE 1

DETAILS

(1) Relevant Jurisdiction

New South Wales, Australia

(2) Address for service of each party

(Note: the grantor details should mirror the details required for PPSR registration. Refer to PPS Regulation Schedule 1 for particulars)

The Secured Party:

Name of Secured Party: ________

Address: ________

The Grantor:

Name of Grantor: ________

Address: ________

Email address: ________

SCHEDULE 2

COLLATERAL

(1) Collateral

Collateral means:

________

Collateral includes all of the following:

(a) all the present and after-acquired property of the Grantor in the Goods or Equipment;

(b) all replacement parts, accessions and additions to any Goods or Equipment;

(d) all contracts in relation to the manufacture, sale, supply or maintenance of any Goods or Equipment;

(e) all contracts for lease or other use of any Goods or Equipment;

(f) all obligations owed to the Grantor under or in respect of any of those warranties or contracts described in subparagraphs (c), (d) and (e);

(g) any Guarantee or Security Interest that assures or secures payment or performance of any of those warranties, contracts or obligations described in subparagraphs (c), (d) and (e);

(h) any document, agreement or writing that creates or evidences any of those warranties, contracts, obligations described in subparagraphs (c), (d) and (e) or Guarantees or Security Interests;

(i) all rights and remedies arising under or in connection with any of those warranties, contracts, obligations described in subparagraphs (c), (d) and (e) or Guarantees or Security Interests.

(j) to the extent permitted by law, all Authorisations and records related to any of the Goods or Equipment or its use or operation;

(k) the Insurance and any other insurance policies in relation to any Goods or Equipment;

(l) all rights and remedies arising under or in connection with any the Insurance or any of those other insurance policies described in subparagraph (k);

(m) each Deposit Account and each amount required to be paid into it;

(n) all proceeds in respect of any of the above; and

(o) all right, interest or power to grant a Security Interest of the Grantor in respect of any of the above.

(2) Deposit Account

Deposit Account means a bank account nominated in writing by the Secured Party.