Datedthis September 21, 2009 BY: CHINA-BIOTICS,INC. INFAVOUROF: POPEINVESTMENTS II LLC SHARECHARGE ConyersDill & Pearman RoadTown, Tortola BritishVirgin Islands

(A)

By an investment agreement dated December 11, 2007 (the “Agreement”) made between the Chargor and the Chargee, the Chargor agreed to issue 4% senior, guaranteed convertible promissory note (the “Note”) in the original aggregate principal amount of US$25,000,000.

(B)

As security for the obligations of the Chargee under the Note, the Chargor has agreed to charge, inter alia, its interest in all of the shares beneficially owned by the Chargor in Sinosmart Group Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”).

(C)

The Company is authorised to issue 50,000 shares having a par value of US$1.00 each of which 14,287 shares have been issued, credited as fully paid to, beneficially owned by, and registered in the name of the Chargor.

1.1.

In this Charge, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Business Day”

has the same meaning as in the Agreement;

 

“Charge”

means this share charge;

 

“Charged Property”

means all of the issued shares of the Company as described in Recital (C) and all other shares in the Company from time to time legally or beneficially owned by the Chargor during the Security Period (together the “Charged Shares”) and all and any other property that may at any time be received or receivable by or otherwise distributed to the Chargor in substitution for, or in exchange for, any of the foregoing, including, without limitation, any shares or other securities resulting from the division, consolidation, change, conversion or reclassification of any of the Charged Shares, or the reorganization, merger or consolidation of the Company with any other body corporate, or the occurrence of any event which results in the substitution or exchange of the Charged Shares;

 

“Charged Shares”

has the meaning assigned thereto in the definition of Charged Property;

 

“Event of Default”

has the meaning set out in the Note;

 

“Parties”

means the parties to this Charge collectively and “Party” means any one of them;

 

“Secured Obligations”

means all of the present and future payments and other obligations of the Chargor to the Chargee under the Security Documents;

 

“Security Documents”

 

means the Agreement and the Note;

“Security Interest”

means any charge, mortgage, pledge, lien, security interest or other encumbrance;

 

“Security Period”

means the period commencing on January 24, 2008 and terminating upon discharge of the security created by this Charge by payment in full of the Secured Obligations.

 

1.2.

In this Charge unless the context otherwise requires:

references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification);

                1.2.2.

references to clauses and schedules are references to clauses hereof and schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the clauses hereof or paragraphs of the schedule in which the reference appears;

references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine and/or neuter and vice versa; and

references to persons shall include companies, partnerships, associations and bodies of persons, whether incorporated or unincorporated;

references to assets include property, rights and assets of every description; and

references to any document are to be construed as references to such document as amended or supplemented from time to time.

2.1.

the shares of the Company are described in recital (C) hereof and such shares are beneficially owned and registered as described in the said recital;

2.2.

the Chargor is a company duly organised, validly existing and in good standing under the laws of Delaware;

2.3.

the Company is under no obligation, nor is it liable to become under any obligation, to issue any further shares nor, without limiting the generality of the foregoing, has the Company created any option to acquire shares in the Company or any securities exchangeable for or convertible into shares of the Company;

2.4.

entry into this Charge by the Chargor and enforcement hereof by the Chargee will not contravene the terms of any agreement to which the Chargor is bound or to which the Charged Shares are subject or the memorandum of association or articles of the Company;

2.5.

the Chargor is the legal and beneficial owner of all of the Charged Property free from any Security Interest (other than those created by this Charge) and any options or rights of pre-emption;

2.6.

the Chargor has full power and authority (i) to be the legal and beneficial owner of the Charged Property, (ii) to execute and deliver this Charge and (iii) to comply with the provisions of, and perform all its obligations under, this Charge;

2.7.

this Charge constitutes the Chargor's legal, valid and binding obligations enforceable against the Chargor in accordance with its terms except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors' rights generally;

2.8.

the entry into and performance by the Chargor of this Charge does not violate (i) any law or regulation of any governmental or official authority, or (ii) any agreement, contract or other undertaking to which the Chargor is a party or which is binding upon the Chargor or any of its assets;

2.9.

all consents, licences, approvals and authorisations required in connection with the entry into, performance, validity and enforceability of this Charge have been obtained and are in full force and effect; and

2.10.

the Chargor has taken all corporate and other action required to approve its execution, delivery and performance of this Charge.

3.1.

to pay all amounts, interests, expenses, claims, liabilities, losses, costs, duties, fees, charges or other moneys as are stated in the Security Documents and this Charge to be payable by the Chargor or to be recoverable from the Chargor by the Chargee (or in respect of which the Chargor agrees in the Security Documents and this Charge to indemnify the Chargee) at the times and in the manner specified in the Security Documents and this Charge provided that the liability of the Chargor under this clause shall be limited to the amount realised by a disposal of the Charged Property by or on behalf of or with the consent of the Chargee;

3.2.

to pay interest on any such amounts, interests, expenses, claims, liabilities, losses, costs, duties, fees, charges or other moneys referred to in Clause 3.1 from the date on which the relevant amount, interest, expense, liability, loss, cost, duty, fee, charge or other money is paid or discharged by the Chargee until the date of reimbursement thereof to the Chargee (both before and after any relevant judgment) at the rate described in the Note and payable on demand;

3.3.

that the Chargor will on demand of the Chargee and at the expense of the Chargor, execute and deliver to the Chargee or to such person or persons as the Chargee may nominate such additional charge or charges of the Charged Property (or any part thereof) for the purpose of further securing the payment and discharge of all Secured Obligations, each such additional charge to be in such form as the Chargee may reasonably require;

3.4.

that the Chargor will not without the prior written consent of the Chargee:

permit any person other than the Chargor, the Chargee or any transferee nominated by the Chargee on enforcement of this Charge to be the registered holder of any of the Charged Shares;

permit any variation of the rights attaching to the Charged Shares;

take or permit any action which might result in an increase or reduction in the number of shares that the Company is authorised to issue or the issued shares of the Company;

permit the Company to be continued to another jurisdiction outside of the British Virgin Islands;

permit any scheme of arrangement, merger, amalgamation or other reorganisation applicable to the Company; or

save in accordance with Clause 8.2, permit any amendment to the memorandum of association or articles of association of the Company.

4.1.

In consideration of the Chargee agreeing to acquire the Note and as continuing security for the Secured Obligations subject to Section 5 hereof, the Chargor as legal and beneficial owner hereby assigns and agrees to assign to the Chargee all benefits present and future, actual and contingent accruing in respect of the Charged Property and all the Chargor’s right, title and interest to and in the Charged Property including (without limitation) all voting and other consensual powers pertaining to the Charged Shares and hereby charges and agrees to charge in favour of  the Chargee all of its interest in the Charged Property by way of a first fixed charge.

4.2.

The Chargor hereby agrees to deliver, or cause to be delivered, to the Chargee:

duly executed undated share transfer in respect of the Charged Shares in favour of the Chargee or its nominees in the form set out in Schedule A;

all share certificates representing the Charged Shares;

subject to Section 5 hereof, upon an Event of Default, an executed irrevocable proxy made in respect of the Charged Shares in favour of the Chargee in respect of all general meetings of the Company in the form set out in Schedule B; and

an undertaking from the Company to register transfers of the Charged Shares to the Chargee or its nominee in the form set out in Schedule C.

4.3.

If consent is given in accordance with Clause 3.4.3, the Chargor will deliver, or cause to be delivered, to the Chargee immediately upon  the issue of any further Charged Shares, the items listed in Clauses 4.2.1, 4.2.2, 4.2.3, and 4.2.4 in respect of all such further Charged Shares.

4.4.

The Chargor hereby covenants that during the Security Period it will remain the legal and the beneficial owner of the Charged Property (subject only to the Security Interests hereby created) and that it will not:

create or suffer the creation of any Security Interests (other than those created by this Charge) on or in respect of the whole of any part of the Charged Property or any of its interest therein;  or

sell, assign, transfer or otherwise dispose of any of its interest in the Charged Property (other than with respect to the dividend or distribution payments described in Clause 5.1.2),

4.5.

The Chargor shall remain liable to perform all the obligations assumed by it in relation to the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect thereof.

4.6.

Upon the Chargee being satisfied that upon the earlier of (a) the Secured Obligations have been unconditionally and irrevocably paid and discharged in full or (b) the conversion of all of the Note into equity of Chargor (either of which, for purposes of this Share Charge shall be deemed to be unconditional and irrevocable payment and discharge in full of the Secured Obligations), and following a written request therefor from the Chargor, the Chargee will, subject to being indemnified to its reasonable satisfaction for the costs and expenses incurred by the Chargee in connection therewith, release the security constituted by this Charge.

5.1.

Unless and until an Event of Default has occurred:

the Chargor shall be entitled to exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof for all purposes not inconsistent with the terms of this Charge and/or the Note;

the Chargor shall be entitled to receive and retain any distributions, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof; and

the Chargor shall be entitled to receive all notices pertaining to the Charged Shares.

5.2.

The Chargor shall pay all calls, installments or other payments, and shall discharge all other obligations, which may become due in respect of any of the Charged Property and, in an Event of Default, the Chargee may if it thinks fit make such payments or discharge such obligations on behalf of the Chargor.  Any sums so paid by the Chargee in respect thereof shall be repayable on demand and pending such repayment shall constitute part of the Secured Obligations.

5.3.

The Chargee shall not have any duty to ensure that any distributions, interest or other moneys and assets receivable in respect of the Charged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Charged Property or to ensure the taking up of any (or any offer of any), shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption bonus, rights, preference, or otherwise on or in respect of, any of the Charged Property.

5.4.

The Chargor hereby authorises the Chargee to arrange at any time and from time to time after the occurrence of an Event of Default for the Charged Property or any part thereof to be registered in the name of the Chargee (or its nominee) thereupon to be held as so registered subject to the terms of this Charge.

6.1.

It is hereby agreed and declared that:

the security created by this Charge shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

the Chargee shall not be bound to enforce any other security before enforcing the security created by this Charge;

no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Charge shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and

any waiver by the Chargee of any terms of this Charge shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2.

Any settlement or discharge under this Charge between the Chargee and the Chargor shall be conditional upon no security or payment to the Chargee by the Company or the Chargor or any other person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Chargee shall be entitled to recover from the Chargor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred.

6.3.

The rights of the Chargee under this Charge and the Security Interest hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Chargor, the Chargee or any other person:

any time or waiver granted to or composition with the Company or any other person;

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company or any other person;

any legal limitation, disability, incapacity or other circumstances relating to the Company or any other person;

any amendment or supplement to the Note, the other Security Documents or any other document or security;

the dissolution, liquidation, merger, consolidation, reconstruction or reorganisation of the Company or any other person; or

the unenforceability, invalidity or frustration of any obligations of the Company or any other person under the Note, the other Security Documents or any other document or security.

6.4.

Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee, the Chargor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Chargee of its rights under, or the Security Interest constituted by, this Charge or by virtue of any relationship between or transaction involving, the Chargor and the Company (whether such relationship or transaction shall constitute the Chargor a creditor of the Company, a guarantor of the obligations of the Company or a party subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Charge):

exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by the Chargee or any person;

exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

exercise any right of set-off or counterclaim against the Company or any such co-surety;

receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

unless so directed by the Chargee (when the Chargor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Chargee.

6.5.

Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as it may think fit, any moneys received, recovered or realised under this Charge or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of such amount.

7.1.

Upon the occurrence of an Event of Default the Security Interest hereby constituted shall become immediately enforceable and the Chargee may, at any time, without further notice to or consultation with, or consent of  the Chargor:

solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in such manner as the Chargee may think fit; and/or

receive and retain all dividends, interest, distributions or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest, distributions or other moneys or assets to be held by the Chargee, until applied in the manner described in Clause 6.4, as additional security charged under and subject to the terms of this Charge and any such dividends, interest, distributions or other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or

appoint by instrument any person to be a receiver of the Charged Property (the “Receiver”) and remove any Receiver so appointed and appoint another or others in his stead;

sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of; and/or

complete any undated blank share transfer forms of all or any part of the Charged Property by dating the same and/or inserting its name or the name of its nominee as transferee.

7.2.

The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Charge or to make any claim or to take any action to collect any moneys assigned by this Charge or to enforce any rights or benefits assigned to the Chargee by this Charge or to which the Chargee may at any time be entitled hereunder.

7.3.

Upon any sale of the Charged Property or any part thereof by the Chargee the purchaser shall not be bound to see or enquire whether the Chargee's power of sale has become exercisable in the manner provided in this Charge and the sale shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4.

All moneys received by the Chargee pursuant to this Charge shall be held by it upon trust in the first place to pay or make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers specified or otherwise referred to in this Charge and the balance shall be applied in the following manner:

FIRSTLY:  in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations as are then accrued due and payable or are then due and payable by virtue of payment demanded, in such order or application as the Chargee shall think fit;

SECONDLY:  in retention of an amount equal to any part or parts of the Secured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Chargee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this clause; and

THIRDLY:  the surplus (if any) shall be repaid promptly to the Chargor or whosoever else may be entitled thereto.

7.5.

Neither the Chargee nor its agents, managers, officers, employees, delegates or advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of negligence; however, in no event shall the Chargee be liable for consequential damages.

7.6.

The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

7.7.

In addition to all other rights or powers vested in the Chargee hereunder or by statute or otherwise, the Receiver may take such action in relation to the enforcement of this Charge to:

take possession of, redeem, collect and get in all or any part of the Charged Property;

raise or borrow money and grant security therefor over all or any part of the Charged Property;

appoint an attorney or accountant or other professional qualified person to assist him in the performance of his functions;

do all acts and to execute in the name and on behalf of the Chargor any document or deed in respect of all or any part of the Charged Property;

in the name of the Chargor or in his own name, bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Charged Property and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings;

sell, call in, collect and convert to money the Charged Property or any of it at such place and in such manner and at such price or prices as he shall think fit;

exercise any powers, discretion, voting or other rights or entitlements in relation to the Charged Property and generally to carry out any other action which he may in his sole discretion deem appropriate in relation to the enforcement of this Charge;

make any arrangement or compromise which he shall think expedient; and

do all such other acts and things as may be considered to be incidental or conducive to any of the matters or powers aforesaid and which the Receiver lawfully may or can do as agent for the Chargor.

7.8.

Every Receiver shall so far as it concerns responsibility for his acts be deemed to be an agent of the Chargor, which shall be solely responsible for his acts and defaults and for the payment of his remuneration and no Receiver shall at any time act as agent for the Chargee.

7.9.

Every Receiver shall be entitled to remuneration for his services at a rate to be fixed by agreement between him and the Chargee (or, failing such agreement, to be fixed by the Chargee) appropriate to the work and responsibilities involved, upon the basis of current  industry practice.

7.10.

Any remedies referred to in Section 66 of the BVI Business Companies Act (British Virgin Islands), including the right to sell the shares and the right to appoint a receiver to vote the shares, receive distributions, and exercise any other rights in respect of the shares, shall not be exercisable upon the occurrence of an Event of Default until:

a default has occurred and has continued for a period of not less than five Business Days; and

the default has not been rectified within five Business Days from service of a notice specifying the default and requiring rectification thereof.

7.11.

The Conveyancing and Law of Property Act shall not apply to this Charge.

8.1.

The Chargor shall execute and do all such assurances, acts and things as the Chargee in its absolute discretion may require for:

perfecting, protecting or ensuring the priority of the Security Interest hereby created (or intended to be created);

preserving or protecting any of the rights of the Chargee under this Charge;

ensuring that the security constituted by this Charge and the covenants and obligations of the Chargor under this Charge shall inure to the benefit of any assignee of the Chargee;

facilitating the appropriation or realisation of the Charged Property or any part thereof; or

exercising any power, authority or discretion vested in the Chargee under this Charge,

8.2.

Without limitation to the generality of Clause 8.1, the Chargor covenants with the Chargee that it will on demand of the Chargee procure any amendment to the memorandum of association or articles of association of the Company necessary or, in the opinion  of the Chargee desirable, in order to give effect to the terms of the Charge or any documents or transactions provided for herein.

8.3.

The Chargor shall provide such assurances and do all acts and things the Receiver may in his absolute discretion require for the purpose of exercising the powers (or giving effect to the exercise of the powers) conferred on the Receiver hereunder and the Chargor hereby irrevocably appoints the Receiver to be the lawful attorney in fact of the Chargor to do any act or thing and to exercise all the powers of the Chargor for the purpose of exercising the powers (or giving effect to the exercise of the powers) conferred on the Receiver hereunder.

8.4.

The Chargor shall use its best efforts to procure the entry in the share register of the Company pursuant to section 66(8) of the BVI Business Companies Act, 2004 (British Virgin Islands) of the details of this Charge, to have the Company submit its share register for registration by the Registrar of Corporate Affairs pursuant to section 231 of the BVI Business Companies Act, 2004 (British Virgin Islands) and to have the Company not amend the same or inform the Registrar of Corporate Affairs that it ceases to register any changes in the register, without the consent of the Chargee.

9.1.

The Chargor will indemnify and save harmless the Chargee, the Receiver and each agent or attorney appointed under or pursuant to this Charge from and against any and all expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges properly and reasonably suffered, incurred or made by the Chargee, the Receiver or such agent or attorney:

in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Charge;

in the preservation or enforcement of the Chargee's rights under this Charge or the priority thereof; or

on the release of any part of the Charged Property from the Security Interest created by this Charge,

9.2.

If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any other reason any payment under or in connection with this Charge is made or falls to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Charge (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Chargee when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Charge, the Chargor, as a separate and independent obligation, shall indemnify and hold harmless the Chargee against the amount of such shortfall.  For the purposes of this clause, “rate of exchange” means the rate at which the Chargee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

10.1.

The Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder hereby irrevocably appoints the Chargee and the persons deriving title under it jointly and also severally to be its attorney:

to execute and complete in favour of the Chargee or its nominees or of any purchaser any documents which the Chargee may from time to time require for perfecting its title to or for vesting any of the assets and property hereby charged or assigned in the Chargee or its nominees or in any purchaser and to give effectual discharges for payments;

to take and institute on non-payment (if the Chargee in its sole discretion so decides) all steps and proceedings in the name of the Chargor or of the Chargee for the recovery of such moneys, property and assets hereby charged and to agree accounts;

to make allowances and give time or other indulgence to any surety or other person liable;

otherwise generally to act for it and in its name and on its behalf; and

to sign, execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things (including, without limitation, those referred to in Clause 8) that may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

10.2.

The power hereby conferred shall be a general power of attorney and the Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any such attorney may execute or do.  In relation to the power referred to herein, the exercise by the Chargee of such power shall be conclusive evidence of its right to exercise the same.

11.1.

The Chargor shall pay to the Chargee on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Chargee or for which the Chargee may become liable in connection with the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Charge or the priority hereof.

11.2.

The Chargor shall pay promptly all stamp, documentary and other like duties and taxes to which this Charge may be subject or give rise and shall indemnify the Chargee on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Chargor to pay any such duties or taxes.

13.1.

This Charge shall be binding upon and shall inure to the benefit of the Chargor and the Chargee and each of their respective successors and (subject as hereinafter provided) assigns and references in this Charge to any of them shall be construed accordingly.

13.2.

The Chargor may not assign or transfer all or any part of its rights and/or obligations under this Charge.

13.3.

The Chargee may not assign or transfer all or any part of its rights or obligations under this Charge to any assignee or transferee without the consent of the Chargor, such consent not to be unreasonably withheld, provided that no such consent shall be required if an Event of Default affecting the Chargor has occurred and is continuing.  The Chargee shall notify the Chargor promptly following any such assignment or transfer.

14.1.

The Chargee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee under this Charge in relation to the Charged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Chargee may think fit.  The Chargee shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Chargee has acted reasonably in selecting such delegate.

14.2.

If any of the clauses, conditions, covenants or restrictions of this Charge or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then such clause, condition, covenant or restriction shall apply with such deletion or modification as may be necessary to make it valid and effective.

14.3.

This Charge (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

14.4.

The headings in this Charge are inserted for convenience only and shall not affect the construction of this Charge.

14.5.

This Charge may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.