Collateral Debenture

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

COLLATERAL DEBENTURE AGREEMENT

This Collateral Debenture Agreement ("Agreement") is made and entered into on this {{date_of_agreement}}

BETWEEN:

{{lender_company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}}, with registration number {{lender_registration_number}}, and having its registered office at {{lender_address}} (hereinafter referred to as "the Lender").

AND

{{borrower_company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}}, with registration number {{borrower_registration_number}}, and having its registered office at {{borrower_address}} (hereinafter referred to as "the Borrower").

(The Lender and the Borrower hereinafter collectively referred to as "the Parties" and individually as "Party")

1. LOAN FACILITY

1.1 The Lender has agreed to provide a loan facility to the Borrower in the amount of {{loan_amount}} ({{loan_amount_words}}) (the "Loan") subject to the terms and conditions set forth in the Loan Agreement dated {{loan_agreement_date}}.

2. GRANT OF SECURITY

2.1 As continuing security for the due and punctual payment and discharge of all monies and liabilities, whether present or future, actual or contingent, primary or collateral, now or at any time due, owing or incurred by the Borrower to the Lender under the Loan Agreement, the Borrower hereby charges as a first fixed charge to the Lender the assets described in Schedule A hereto (the "Charged Assets").

2.2 The Borrower warrants that it is the sole legal and beneficial owner of the Charged Assets and that the Charged Assets are free from any encumbrance, charge, lien, or other security interest whatsoever.

3. COVENANTS OF THE BORROWER

3.1 The Borrower covenants with the Lender that it shall:

a) Not dispose of, alienate, or encumber the Charged Assets without the prior written consent of the Lender.

b) Maintain the Charged Assets in good repair and condition and insure them against all risks to their full replacement value, with the Lender’s interest noted on the policy.

c) Permit the Lender or its agents access to inspect the Charged Assets at all reasonable times.

d) Notify the Lender immediately of any loss or damage to the Charged Assets or any event that may adversely affect the Lender's security interest.

4. EVENTS OF DEFAULT

4.1 The following events shall constitute an event of default under this Agreement:

a) Failure by the Borrower to pay any amount due under the Loan Agreement or this Agreement on its due date.

b) Breach by the Borrower of any covenant or obligation under this Agreement.

c) Any representation or warranty made by the Borrower in this Agreement proving to be untrue or misleading in any material respect.

d) Insolvency or commencement of liquidation or business rescue proceedings by or against the Borrower.

5. REMEDIES ON DEFAULT

5.1 Upon the occurrence of an event of default, the Lender shall be entitled, without prejudice to any other rights or remedies available to it, to:

a) Declare all amounts outstanding under the Loan Agreement immediately due and payable.

b) Take possession of and realise the Charged Assets in such manner as the Lender deems fit, including sale by public auction or private treaty.

c) Appoint a receiver or manager over the Charged Assets.

5.2 The Borrower hereby irrevocably appoints the Lender and any receiver appointed by the Lender, severally, as its attorney to execute all instruments and do all acts for the purpose of exercising the powers conferred on the Lender herein.

6. GOVERNING LAW AND JURISDICTION

6.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

6.2 The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of {{court_jurisdiction}} for the purpose of any proceedings arising out of or relating to this Agreement.

7. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Collateral Debenture Agreement on the date first above written.

FOR THE LENDER:

_________________________ Date: _________________________

Name: {{lender_signatory_name}}

Designation: {{lender_signatory_designation}}

FOR THE BORROWER:

_________________________ Date: _________________________

Name: {{borrower_signatory_name}}

Designation: {{borrower_signatory_designation}}