DATED________________________________________2001
AUTHORISZOR INC (1)
and
XXXXXX XXXXXX AND XXXXX XXXXXXXXX (2)
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DEED OF MORTGAGE
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[GRAPHIC OMITTED]
00 Xxxx Xxxxx
Xxxxx
XX0 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
THIS DEED OF MORTGAGE is made
BETWEEN:
(1) AUTHORISZOR INC of Xxx Xxx xx Xxxxx Xxxxx Xxxxx 000 Xxxxxxxxxx XX 00000
XXX ("the Company"); and
(2) XXXXXX XXXXXX of 00 Xx Xxxxx Xxxx Xxxxxx Xxxx Xxxxxxxxx XX00 0XX ("Xx
Xxxxxx") and XXXXX XXXXXXXXX of Rosedean 00 Xxxxxxxxxxx Xxxx Xxxxxxxxxx
Xxxxxxxxx Xxxxx Xxxxxxxxx X00 0XX ("Xx Xxxxxxxxx") (Xx Xxxxxx and Xx
Xxxxxxxxx are together referred to as "the Mortgagees" and the
expression "Mortgagee" shall refer to one of them).
1 WHEREAS:
Pursuant to the terms of the Subscription Agreement the Company has
agreed to execute and deliver to the Mortgagees this deed of mortgage.
NOW IT IS AGREED as follows:
1 Definitions and Interpretation
1.1 Definitions
In this deed, the following expressions shall have the following meanings:
1.1.1 'the Account' means the interest bearing account in the joint names of
Shulmans and Xxxxxxx Suddards Edge with Lloyds TSB Bank plc (Leeds
Branch) under account number 0000000 and sort code 30:00:05 (which is
referred to in the Subscription Agreement as "the Blocked Account").
1.1.2 'the Act' means the Law of Property Xxx 0000;
1.1.3 'Banking Day' means a day, not being a Saturday or Sunday, on which
banks are open for the transaction of business in sterling in the City
of London;
1.1.4 'the Deposit' means, at any time, all of the following credit balances,
deposits (excluding interest), in whatever currency denominated,
namely:
1.1.4.1 any credit balance and any deposit on the Account as the same
may be redesignated or rearranged or, in the case of any
deposits, redeposited from time to time; and
1.1.4.2 any credit balance and any deposit on any separate or suspense
account described in clause 6.2 as the same may be
redesignated or rearranged or, in the case of any deposit,
redeposited from time to time;
1.1.5 'an enforcement event' means the Company being subject to an
"Insolvency Event" (as defined in the Subscription Agreement) or the
Company failing to pay any part of the Price which is payable in cash
to the Mortgagees in accordance with Clause 5 and/or Clause 7 of the
Subscription Agreement, or a failure by the Company to comply with
clause 2;
1.1.6 `the Escrow Letter' means the escrow letter of today's date entered
into between the Company, the Mortgagees, Shulmans Solicitors and
Xxxxxxx Suddards Edge relating to the Account;
1.1.7 'the Secured Obligations' means all money that now is or at any time
after the date of this deed may be or become due, owing or incurred
from or by the Company to the Mortgagee in relation to any part of the
Price which is payable in cash under or pursuant to the Subscription
Agreement
1.1.8 'the Subscription Agreement' means the subscription agreement of even
date herewith between (1) Authoriszor Holdings Limited (2) WRDC Limited
(3) the Mortgagee and (4) the Company relating to WRDC Limited.
1.2 Construction
In this deed:
1.2.1 the contents page and clause headings are included for convenience only
and do not affect the construction of this deed;
1.2.2 words denoting the singular include the plural and vice versa; and
1.2.3 words denoting one gender including each gender and all genders.
1.3 Interpretation
In this deed, unless the context otherwise requires or unless otherwise
expressly provided, references to:
1.3.1 persons include references to natural persons, firms, partnerships,
companies, corporations, associations, organisations, and trusts, in
each case whether or not having a separate legal personality;
1.3.2 documents, instruments and agreements, including, without limitation,
this deed and any document referred to in this deed, are references to
such documents, instruments and agreements as modified, amended,
varied, supplemented or novated from time to time;
1.3.3 an 'authorisation' include references to an authorisation, consent,
approval, resolution, licence, exemption, filing and registration;
1.3.4 a party to this deed includes references to its successors, transferees
and assigns;
1.3.5 clauses are references to clauses of this deed;
1.3.6 statutory provisions are construed as references to those provisions as
respectively amended, consolidated, extended or re-enacted from time to
time, and to any orders, regulations, instruments or other subordinate
legislation made under the relevant statute;
1.3.7 a 'company' includes references to any company, corporation or other
body corporate, wherever and however incorporated or established;
1.3.8 a 'regulation' includes references to any regulation, rule, official
directive, request or guideline, whether or not having the force of
law, of any governmental body, agency, department or regulatory,
self-regulatory or other authority or organisation;
1.3.9 'the Secured Obligations' shall be references to all the Secured
Obligations and to each and every part of the Secured Obligations and
references to any other defined term or noun in the plural number or
the collective plural shall be interpreted mutatis mutandis in the same
manner.
2 Covenant to pay
The Company shall payto the Mortgagee or otherwise discharge the Secured
Obligations when due and payable under the terms of the Subscription Agreement.
3 Restrictions on utilisation of the Account
3.1 Restrictions on withdrawals
Except as expressly permitted by the terms of this deed, the Escrow Letter or
the Subscription Agreement, the Company shall not withdraw any sum from the
Account and expressly waives any right it may have to do so unless and until the
Mortgagee has received payment or the discharge of all the Secured Obligations.
3.2 Negative pledge
The Company shall not, without the prior written consent of the Mortgagee,
assign, mortgage, charge, dispose of or otherwise deal with the Deposit or any
part of it, except as provided by clause 3.1, or agree to do any such thing.
3.3 Limited nature of consent to withdrawal
If the Mortgagee consents to any withdrawals from the Deposit or any such
dealing as is mentioned in clause 3.2, the consent shall not constitute a waiver
of any of the Mortgagee's rights or constitute an indication that the Mortgagee
will, on any future occasion consent to any further withdrawal from the Account.
3.4 Form of variation
This clause 3 shall not be varied except by a written agreement signed by the
Mortgagee expressed to be made for that purpose.
4 Mortgage
4.1 Assignment
The Company, with full title guarantee, assigns the Deposit and all such rights
to the repayment of the Deposit as the Company may have under the terms upon
which the Deposit is held, or otherwise howsoever, to the Mortgagee absolutely
by way of security for the payment or discharge of the Secured Obligations.
4.2 Re-assignment
If the Company pays and discharges to the satisfaction of the Mortgagee all
Secured Obligations in full, then the Mortgagee shall, at the cost and expense
and at the request of the Company, but without any representation, recourse,
warranty, re-assign the Deposit and all such rights to the repayment of the
Deposit to the Company or to whomsoever may be entitled thereto.
5 Continuing security
The security constituted by this deed shall be a continuing security
notwithstanding that the Secured Obligations may from time to time reduce or
increase and notwithstanding any change in the name style constitution or
otherwise of the Company.
6 Enforcement of security
6.1 Application of the Deposit
At any time after the occurrence of an Enforcement Event, the Mortgagee may,
without further notice to the Company and without prejudice to any other rights
it may have under the general law and without the restrictions contained in
section 103 of the Act in respect of all or any part of the Deposit, exercise
all the powers or rights that may be conferred on mortgagees by the Act as
hereby varied or extended including, without limitation, the rights to apply to
the Deposit or any part of it in or towards discharge of the Secured
Obligations.
6.2 Credit to suspense account
If the Mortgagee does not so apply the Deposit or any part of it in or towards
the discharge of the Secured Obligations, then the Mortgagee may credit the
Deposit or any part of it to a separate or suspense account for so long and in
such manner as the Mortgagee may determine without any obligation to apply the
same or any part of it in or towards discharge of the Secured Obligations.
6.3 Interest on suspense account
Interest shall be paid on any money credited to a separate or suspense account
at the rate the Mortgagee is able to obtain from time to time in respect of such
money from the bank where such account is held.
6.4 Dividend in gross
Notwithstanding any such payment to the suspense account, in the event of any
proceedings in, or analogues to, administration, liquidation, composition or
voluntary arrangement, the Mortgagee may prove for and agree to accept any
dividend or composition in respect of the whole or any part of such moneys and
liabilities and other sums in the same manner as if this security created by
this Deed had not been created.
7 Time and indulgence
The Mortgagee may, without any consent from the Company or any person and
without affecting this deed, grant time or indulgence to, or compound with, the
Company.
8 Failure to take security etc
This Mortgage shall not be affected by any failure by the Mortgagee to take any
security or by any invalidity of any other security taken by the Mortgagee in
respect of any of the Secured Obligations.
9 Conditional discharge
No assurance, security or payment that may be avoided under any enactment or law
in any jurisdiction relating to insolvency and no release, settlement, discharge
or arrangement that may have been given or made on the faith of any such
assurance, security or payment shall prejudice or affect the right of the
Mortgagee to recover under this deed if the assurance, security or payment on
the faith of which it was made or given is, at any time thereafter, avoided
under any statutory provisions relation to insolvency or otherwise.
10 Miscellaneous
10.1 Non-merger
Nothing contained in this deed shall operate so as to merge or otherwise
prejudice or affect:
10.1.1 any xxxx, note, guarantee, mortgage or other security the Mortgagee may
for the time being have for the Secured Obligations or any right or
remedy of the Mortgagee under then; or
10.1.2 any right of set-off, combination or consolidation in connection with
the accounts and liabilities of the Company exercisable by the
Mortgagee,
and the security constituted by clause 4 is in addition to any other security or
securities now or hereafter held by the Mortgagee.
10.2 Consolidation
The restriction on consolidation of securities contained in section 93 of the
Act shall not apply to any charge created under this deed.
10.3 Severability
Each of the provisions of this deed shall be severable and distinct from one
another and if at any time any one or more of such provisions is or becomes
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this deed shall not in any way be affected or
impaired thereby.
10.4 Notices and demands
The provisions of clause 11 of the Subscription Agreement shall apply to the
service of any notice, demand or other communication under this deed.
11 Governing law and jurisdiction
This deed shall be governed by English law and the Company agrees for the
exclusive benefit of the Mortgagee to submit to the jurisdiction of the courts
of England, but this deed shall not prejudice the right of the Mortgagee to take
proceedings against the Company in any other court of competent jurisdiction.
IN WITNESS whereof the parties have executed this document on a deed the day and
year first before mentioned.
EXECUTED (but not delivered )
until the date hereof) AS )
A DEED by AUTHORISZOR )
INC acting by )
Director:
Director/Secretary:
EXECUTED (but not delivered )
until the date hereof) AS A )
DEED by XXXXXX XXXXXX )
in the presence of: )
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Witness signature
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Witness name
Witness address
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Witness occupation
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EXECUTED (but not delivered )
until the date hereof) AS A )
DEED by XXXXX XXXXXXXXX )
in the presence of:
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Witness signature
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Witness name
Witness address
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Witness occupation
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