DEED OF SECOND DEBENTURE

EXHIBIT 10.5

DEED OF SECOND DEBENTURE

 

BETWEEN:

CONSOLIDATED WATER CO. LTD.

 

and

 

DEXTRA BANK & TRUST CO. LTD.

 

 

Dated: August 4, 2006

 

 

 

Charles Adams Ritchie & Duckworth
PO Box 709GT, Zephyr House, Mary Street
Grand Cayman, Cayman Islands
British West Indies
Tel: 345 ###-###-####
Fax: 345 ###-###-####
Email: ***@***

INDEX

Clauses

1.		DEFINITIONS AND INTERPRETATION
2.		MONIES SECURED

	(1)		Monies
	(2)		Costs
	(3)		Interest

3.		THE CHARGES
3.1		Charging provision

			Immovable Property
			Specifically Charged Plant
			Trading Debts
			Non-Trading Debts
			Specifically Charged Securities
			Goodwill and uncalled capital
			Intellectual Property
			Ancillary assets
			Trustee Accounts
			Other assets

3.2		Crystallisation of floating charge
3.3		Negative pledge
3.4		Land Charges

(ii)

 

4.		REPRESENTATIONS & WARRANTIES
5.		COVENANTS

	(1)		Documents of title to Immoveable Property and Specifically Charged Plant and Securities
	(2)		Further charges
	(3)		Future Immoveable Property and Specifically Charged Plant and Securities
	(4)		Maintenance
	(5)		Insurance
	(6)		Registration under The Registered Land Law
	(7)		Notices affecting Immoveable Property or Specifically Charged Plant
	(8)		Planning Legislation
	(9)		Other compliance with law
	(10)		Compliance with contracts
	(11)		Leases or licences of Immoveable Property and Intellectual Property: As Lessee or Licensee
	(12)		Leases of licences of Immoveable Property and Intellectual Property; as lessor or licensor
	(13)		Removal and severance
	(14)		Specifically Charged Plant
	(15)		Debts and Trustee Accounts

(iii)

 

	(16)		Specifically Charged Securities
	(17)		Uncalled capital
	(18)		Secured loan capital
	(19)		Intellectual Property
	(20)		Information, inspection and remedy
	(21)		Disposal of Specifically Charged Assets and other Charged Assets
	(22)		Conduct of business
	(23)		Insolvency

6.		EVENTS OF DEFAULT
7.		APPOINTMENT OF RECEIVER AND POWER OF SALE

	(1)		Time
	(2)		Power of Sale and Enforcement
	(3)		Removal of Receiver
	(4)		Receiver’s Powers
	(5)		Immoveable Property

8.

RESPONSIBILITY FOR RECEIVER

	(1)		Liability of Trustee
	(2)		Remuneration

9.

ADDITIONAL POWERS OF THE TRUSTEE

	(1)		As Mortgagee
	(2)		As Receiver
	(3)		Delegation of Powers of the Trustee

(iv)

 

10.		APPROPRIATION
11.		LIABILITY OF THE TRUSTEE AND RECEIVER

	(1)		General
	(2)		Exclusion of the Trustee’s Liability
	(3)		Exclusion of Receiver’s liability
	(4)		Indemnity

12.

POWER OF ATTORNEY

	(1)		Appointment
	(2)		Ratification

13.		FURTHER ASSURANCE
14.		PROTECTION FOR THIRD PARTY PURCHASERS
15.		CONTINUING SECURITY AND AVOIDANCE OF PAYMENTS
16.		ADDITIONAL SECURITY, SUSPENSE ACCOUNT AND
		CONSOLIDATION
17.		NEW ACCOUNT
18.		SET-OFF
19.		AMALGAMATION OF TRUSTEE
20.		NOTICES
21.		RIGHTS AND REMEDIES
22.		SEVERANCE
23.		GOVERNING LAW
24.		JURISDICTION
25.		FURTHER ADVANCES
26.		STAMPING

(v)

 

SCHEDULE 1		Description of the Immovable Property charged under Clause 3.1(1)(a)

SCHEDULE 2		Description and location of Specifically Charged Plant

SCHEDULE 3		Description of certain Specifically Charged Securities Charged under Clause 3.1(3)(f)

SCHEDULE 4		Description of the Trustee Accounts charged under Clause 3.1(3)(p)

SCHEDULE 5		Name and address of person (if any) to accept service of process on behalf of Company

THIS DEED OF SECOND DEBENTURE made on the 4th day of August, 2006

BETWEEN:-

(1)		CONSOLIDATED WATER CO. LTD. incorporated under the laws of the Cayman Islands of P.O. Box 1114 GT, Grand Cayman (the “Company”, which expression shall include its successors and assigns); and
(2)		DEXTRA BANK & TRUST CO. LTD. (the “Trustee”), which expression shall include its successors, transferees and assigns);

WHEREAS

A.		The Company and Scotiabank & Trust (Cayman) Ltd. (the “Bank”) entered into a Deed of Substituted Debenture dated February 7, 2003 whereby the Company granted to the Bank a fixed and floating charge over all of the assets of the Company (the “First Debenture”).
B.		Pursuant to the Trust Deed the Company has issued bonds and received consideration therefor from the Trustee on behalf of the Bondholders.
C.		The Company is indebted to the Trustee as trustee for the Bondholders in the sum of US$15,771,997.16 (the “Indebtedness”).
D.		To further secure the Indebtedness and all other obligations of the Company under the Trust Deed the Company hereby grants to the Trustee this Second Debenture which, by agreement between the Trustee and the Bank, shall rank in all respects pari passu with the First Debenture.

WITNESSES as follows:-

1.		DEFINITIONS AND INTERPRETATION
1.1		In this Deed of Second Debenture, unless the contrary shall be expressed or the context shall otherwise require:-
(1)		the following words and expressions shall have the following meanings, that is to say:-

“Account Bank” means any bank or financial institution for the time being and from time to time approved by the Trustee in writing as a bank or other financial institution with whom the Company may have an account or accounts into which the Company may pay its Trading Debts. Such approval may be given as well before as on or after the date hereof, provided that it shall expressly refer to this Debenture.

“Agreement” means the Trust Deed and all other (if any) agreements (other than these

presents) for the time being and from time to time in force between the Trustee and the Company (and whether entered into before or after this Debenture) regulating any business relationship between the Company and the Trustee.

“assets” means assets of every kind, including, but without limitation, the benefit of any agreement, a building or other fixture, a business, goods, goodwill, immovable property, money plan or other equipment, stock-in-trade, the uncalled capital of a body corporate, an undertaking and work-in-progress and any interest therein and, as the contest shall require or admit, any part of such assets.

“Bank Accounts” means all the Charged Assets in Clauses 3.1(3)(p) and (q) and “Bank Account” shall be construed accordingly.

“Charged Assets” means all the assets of the Company for the time being and from time to time the subject of or expressed to the subject of any interest by way of security created by the Company in favour of the Trustee under or pursuant to these presents or a Land Charge and, as the context shall require or admit, any part of such assets. A reference to Charged Assets in a particular Sub-clause or Sub-clauses or Clause 3.1 is a reference to the assets becoming or being express to become the subject of such an interest by way of security as a result of a reference to them being made in that Sub-clause or those Sub-clauses, respectively.

“Delegate” means a delegate or sub delegate of the Trustee described in Clause 9(3).

“this Debenture” means this Deed of Second Debenture.

“finance lease” shall have the meaning given in the Statement of Standard Accounting Practice number 21 issued by the Institute of Chartered Accountants in England and Whales.

“Guarantor” means any person who shall for the time being and from time to time guarantee to the Trustee the payment of discharge of the Indebtedness, and referenced to the “relevant Guarantee” shall be construed accordingly.

“immovable property” means all the Charged Assets in Clauses 3.1(1) and 3.1(2) and, as the context shall require or admit, any part of such Charged Assets.

Indebtedness” means all monies, liabilities and other sums of whatsoever nature covenanted to be paid and discharged by the Company to the Trustee under Clause 2 and, as the context shall require or admit, any part of such monies, liabilities and other sums.

“Intellectual Property” means all the Charged Assets in Clauses 3.1(3), (j) and (k) and, as the context shall require or admit, any part of such Charged Assets.

“interest by way of security” means any mortgage, pledge, lien, charge, assignment by way of security, hypothecation, title retention, finance lease, factoring or discounting of

debts or any other agreement or arrangement for or by way of security, including such as arises or is imposed by operation or implication of applicable law and including any account with bankers earmarked or designated for the use of making preferential payments pursuant to Section 162 of the Companies Law (2004 Revision) or any other provision of applicable law having similar or substantially similar effect.

“Land Charge” means a collateral land charge of Immoveable Property, if any, executed by the Company in favour of the Trustee pursuant to Clause 3.4 and “Land Charges” shall be construed accordingly.

“Non-Realty Charged Assets” means the Charged Assets excluding Immoveable Property.

“Non-Trading Debts” means all the Charged Assets in Clause 3.1(3)(d) and, as the context shall require or admit, any part of such Charged Assets.

“person” means an individual, a firm, a partnership (whether or not having separate legal personality), an unincorporated body, a body corporate, a corporation and a national or local government or governmental agency or body, and, in each case, wheresoever resident, incorporated or formed.

“Planning Legislation” means all applicable statutes for the time being and from time to time in force in relation to the use of development of immoveable property and all regulations then made or taking effect as if made thereunder.

“Prohibited Security Interest” means any interest by way of security other than:

(a)		such security granted by the Company as is in existence as of the date hereof in favour of the Bank;
(b)		such as arises or is imposed by operation or implication of law and is not intended to arise for that purpose;
(c)		any agreement or arrangement for the retention of title to goods which is not entered into for the purpose of raising finance;
(d)		such as arises as a result of normal banking arrangements of the company with an Account Bank in respect of the collection of cheques (including cheques expressed in a foreign currency) in respect of the collection of Trading Debts; and
(e)		the security hereby constituted.

“receiver” includes any receiver or receiver and manager.

“Receiver” means any individual or individuals (who maybe an employee or employees of

the Trustee) for the time being and from time to time appointed by the Trustee to be a receiver or receivers (and, where more than one individual is appointed jointly, they shall have the power to act severally, unless the Trustee shall specify to the contrary in their appointment) under these presents and, where the context shall admit, any individual or individuals for the time being and from time to time so appointed in substitution.

“security hereby constituted” means the interests by way of security for the time being and from time to time constituted by or in pursuance of these presents and includes interests by way of collateral security and, as the context shall require or admit, any such interests, but does not include Land Charges.

“Specifically Charged Plant” means all the Charged Assets in Clauses 3.1(3)(a) and (b) and, as the context shall require or admit, any part of such Charged Assets.

“Specifically Charged Securities” means all the Charged Assets in Clauses 3.1(3)(e), (f) and (g) and, as the context shall require or admit, any part of such Charged Assets.

“these presents” means this Debenture and any deed for the time being and from time to time expressed to be supplemental hereto and any other deed or documents for the time being from time to time conferring rights upon the Trustee or to which it may be a party executed or entered into pursuant to this Debenture or any deed for the time being and from time to time supplemental thereto, but does not include Land Charges.

“Trading Debts” means all the Charged Assets in Clause 3.1(3)(c) and , as the context shall require or admit, any part of such Charged Assets.

“Trust Deed” means the trust deed entered into between CWCO and Dextra Bank & Trust Co. Ltd. of even date herewith setting out the terms and conditions of the bond issue thereunder as the same may for the time being and from time to time be modified amended or supplemented.

(2)		words and expressions (including defined words and expressions) importing the singular number include the plural and vice versa and those importing the masculine gender include and feminine.
(3)		any reference to:-

	(a)		any law or legal provisions is to that law or provision as for the time being and from time to time amended, extended or substantially replaced or re-enacted, and shall include a reference to any regulations made under the law or provision.
	(b)		fees, costs, charges and expenses shall be include a reference to any transactional tax or duty for the time being and from time to time applicable to or chargeable in respect of those fees, costs, charges and expenses.
	(c)		a Clause or Schedule is a clause in, or a schedule to, this Debenture.

(d)

a Sub-clause is to a sub-clause in the clause or sub-clause in this Debenture in which that reference is made.

1.2		Underlinings, headings and descriptions of provisions of this Debenture are inserted for convenience only and shall be ignored in construing or interpreting this Debenture.
1.3		Reference to a “Law” shall include a reference to such Law and/or any provision thereof as from time to time re-enacted, amended, extended or replaced.
2.		MONIES SECURED

The Company will, on demand, pay and discharge to the Trustee subject in all cases to the terms of the Agreement -

(1)		Monies: all monies and other liabilities, whether principal, interest, commission, charges, costs, expenses or otherwise, which now are, or at any time hereafter may become, due to the Trustee by CWCO pursuant to the Agreement either alone or jointly with any other person whether actual or contingent and whether as principal debtor, guarantor, surety or otherwise;
(2)		Costs: on a full and unlimited indemnity basis, all costs, stamp duties, recording fees, commission, charges, expenses and other sums for the time being and from time to time incurred by the Trustee or by or through any Receiver or by or through any attorney, delegate, sub-delegate, substitute, agent or employee of the Trustee or a Receiver, for any purposes described in these presents or a Land Charge or in about the exercise of any power, authority or discretion conferred on the Trustee or any Receiver by or pursuant to these presents or a Land Charge or by law or in relation to the security hereby constituted or a Land Charge or in or about the protection, realisation, enforcement, collection or recovery of monies for the time being and from time to time arising under the security hereby constituted or a Land Charge and all remuneration of any Receiver and any attorney, delegate, sub-delegate, substitute or agent of the Trustee or a Receiver; and
(3)		Interest: Interest, as well before as after judgment, on each amount due under Sub-clauses (1) and (2) until the same shall have been fully discharged at such rate as shall for the time being and from time to time be prescribed by the Agreement for that amount and, in the case of each such amount due under sub-clause (2), such interest to accrue on a daily basis as from the date on which that amount was incurred (and whether or not that date shall have occurred prior to a demand for that amount under this Clause (2).

3.		THE CHARGES
3.1		Charging Provision

The Company, as beneficial owner and as continuing security for the Indebtedness, hereby charges to the Trustee:-

		Immoveable Property
(1)		by way of first specific equitable charge:-

	(a)		all (if any) of the immovable property described in Schedule 1;
	(b)		all other immoveable property belonging to the Company at the date hereof; and
	(c)		all fixtures (including trade fixtures) and fixed plant and machinery for the time being and from time to time on or in any of the Immoveable Property in Sub-clause (a) and (b);

(2)

By way of first specific equitable charge:-

	(a)		all immoveable property (other than that (if any) described in Schedule 1) now or at any time hereafter belonging to the Company or in which the Company does now or shall at anytime hereafter have any interest by way of security; and
	(b)		all fixtures (including trade fixtures) and fixed plant and machinery for the time being and from time to time on or in any of the Immoveable Property in Sub-clause (a);

(3)

by way of first specific charge:-

Specifically Charged Plant

	(a)		all (if any) the plant, machinery, chattels and other equipment described in Schedule 2 and any part or parts thereof or thereto;
	(b)		all additions, alterations, accessories, replacements and renewals for the time being and from time to time to or of any of the Charged Assets in Sub-clause (a);

Specifically Charged Securities

(e)

all the stocks, shares, bonds, debentures, loan stocks, notes, warrants and other securities now or hereafter belonging to the Company in the capital of, or issued by, Cayman Water Company Limited;

	(f)		all stocks, shares, bonds, debentures, loan stocks, notes, warrants and other securities now or hereafter belonging to the Company (other than in any of its subsidiaries),
	(g)		all stocks, shares, bonds, debentures, loan stocks, notes, warrants and other securities and other assets now or hereafter accruing or offered by way of rights, bonus, option or otherwise in respect of any of the Charged Assets in Sub-clauses (e) and (f) or in this Sub-clause (g) but so that nothing in these presents shall be construed as imposing on the Trustee any liability whatsoever in respect of any calls, instalments or other payments or contributions in respect of or relating to any of the Charged Assets in Sub-clauses (e) and (f) or in this Sub-clause (g);
	(h)		all dividends, interest and other distributions for the time being and from time to time declared, payable paid or made in respect of any of the Charged Assets in Sub-clauses (e), (f) or (g), including any of the same for the time being and from time to time placed to the credit of an account of the Company with, and owed to the Company by a bank or other financial institution and/or being cash at bank belonging to the Company;

Goodwill and uncalled capital

(i)

all the goodwill and uncalled capital of the Company, both present and future;

Intellectual Property

	(j)		all the knowhow (and rights therein) and other confidential information (and rights therein) and all the copyrights, patents (including, applications, improvements, prolongations, extensions and rights to apply therefor), registered designs, trade marks (and rights therein), service marks (and rights therein) and other intellectual property of the property of the Company, acquired or developed up to the date of the bond execution;
	(k)		the benefit of all licences for the time being and from time to time granted to or acquired by the Company in respect of assets of the kind described in Sub-clause (j);

Ancillary assets

	(l)		the benefit of all agreements for the time being and from time to time entered into by the Company for the maintenance and/or improvement of any of the Charged Assets in any of the foregoing Sub-clauses in this Clause 3.1;
	(m)		the benefit of all obligations and representations and warranties for the time

			being and from time to time undertaken or given to the Company (and whether by law, contract or otherwise howsoever) by any person in relation to any of the Charged Assets in any of the foregoing Sub-clauses of this Clause 3.1;
	(n)		the benefit for the time being and from time to time of any insurance for the time being and from time to time effected by the Company in respect of, and the benefit and proceeds for the time being and from time to time of any guarantees or interests by way of security for the time being and from time to time given, granted or arising in favour of the Company in relation to any of the Charged Assets in any of the foregoing Sub-clauses of this clause 3.1;
	(o)		the proceeds including cash at bank for the time being and from time to time received by the Company of a payment in respect of, or a disposal, collection or other realisation of, any of the Charged Assets in any of the foregoing Sub-clauses of this Clause 3.1;

Other assets

(4)

by way of the first floating charge:-

	(a)		the undertaking and all the other assets of the Company (other than the assets described in Clause 3.1(1) to 3.1(3) hereof (the “Specifically Charged Assets”) and any Intellectual Property or interest in it acquired by the Company after the date of bond execution), both present and future; and
	(b)		all the Specifically Charged Assets if and to the extent that any of the interests by way of security constituted by these presents over the Specifically Charged Assets shall be or become ineffective as specific charges.

Trading Debts

(c)

all debts, other than Non-Trading Debts, now or hereafter due or owing or to become due or owing to the Company on any account whatsoever and whether actual or contingent and including cash at the bank, as have arisen or shall arise in the ordinary and usual course of trading of the Company and whether or not the same would or shall be entered into the books of the Company;

Non-Trading Debts

(d)

all debts now or hereafter due or owing or to become due or owing to the Company on any account whatsoever and whether actual or contingent as have arisen or shall arise (and whether or not entered into the books of the Company):-

	(i)		as an amount for the time being and from time to time payable (including, but without limitation, any consideration, premium, rent, royalty or fee) in respect of any sale, lease, licence or other disposal by the Company of any of the Immoveable Property, the Specifically Charged Plant , the Specifically Charged Securities, the goodwill of the Company both present and future and the Intellectual Property;
	(ii)		as a dividend, interest or other distribution for the time being and from time to time declared and/or payable in relation to the Specifically Charged Securities;
	(iii)		as an amount for the time being and from time to time payable in respect of any obligation or representation or a warranty described in Sub-clause (m) or insurance or guarantee or interest by way of security described in Sub-clause (n); or
	(iv)		as an amount for the time being and from time to time payable in respect of any other transaction or matter outside the ordinary and usual course of trading of the Company;

Bank Accounts

	(e)		the full benefit for the time being and from time to time of, and the Company’s rights, title and interest in and to, all (if any) the bank accounts described in schedule 4, and the debts constituted and represented by the credit balances for the time being and from time to time on such accounts, together with all interest for the time being and from time to time accrued thereon;
	(f)		the full benefit for the time being and from time to time of, and all the Company’s rights, title and interest in and to, all other bank accounts of the Company at the date hereof, and the debts constituted and represented by the credit balances for the time being and from time to time on such accounts, together with all interest for the time being and from time to time accrued thereon.

3.2

Crystallisation of floating charge

The floating charge created by Clause 3.1(4) shall become a specific charge:-

(1)

as regards any assets subject thereto as may from time to time be specified in a notice from the Trustee to the Company if the Trustee shall, in its absolute discretion, consider that those assets shall be in danger of being seized or sold under any form of distress or execution

			levied or threatened or to be otherwise in jeopardy, forthwith upon the service of such notice;
	(2)		as regards any assets subject thereto which shall become subject to specific charges in favour of any person other than the Trustee or subject to disposition or an agreement to make a disposition contrary to Clause 5(21) (Disposal of Specifically Charged Assets), forthwith upon such charge or disposition; and
	(3)		in accordance with Clause 6 (Events of Default).

3.3

Negative pledge

Save with the prior written consent of the Trustee (which may be given as well before as after the date hereof, provided it shall expressly refer to this Debenture), the Company shall not and shall not agree to create, give, grant or permit to arise or subsist over any of its assets present and future any Prohibited Security Interest ranking in point or security in priority to, pari passu with or subsequent to any security constituted by these presents or any Land Charge.

3.4

Land Charges

Without prejudice to Clause 5(2) (Further Charges), the Company shall forthwith execute in favour of the Trustee collateral land charges in such form and on such terms as the Trustee shall require of all the immoveable property described in Schedule 1, if any, and of any other Immoveable Property as the Trustee may for the time being and from time to time require.

4.

REPRESENTATIONS

The Company hereby represents and warrants to the Trustee as follows:-

(1)		The Company has the power to enter into and perform its obligations as expressed in this Debenture and each Land Charge and has taken all necessary action to authorize the granting of interests by way of security upon the terms and conditions of this Debenture and each Land Charge and to authorize the execution, delivery and performance of its obligations as expressed in this Debenture and each Land Charge in accordance with their respective terms.
(2)		The execution, delivery and performance by the Company of the terms of this Debenture and each Land Charge does and will not violate, conflict with or result in a breach of, in any respect:-

(a)

any provisions of any law or regulation or any order, decree, permit or licence of any authority, agency or court binding on the Company or on any of its assets;

			or
	(b)		the constitutional documents or resolution of the Company or
	(c)		any subsisting loan stock or debenture or other deed, contract or other undertaking or instrument to which the Company is a party or which is binding upon it or any of its assets.

(3)		The Company is the sole and absolute beneficial owner of all the Charged Assets free from all Prohibited Security Interests other than those permitted or consented to by the Trustee in accordance with Clause 3.3 (Negative pledge).
(4)		The Company has not created, given, granted or permitted to arise or subsist any Prohibited Security Interest over any of its assets present and future other than those permitted or consented to by the Trustee in accordance with Clause 3.3. and has not agreed so to do.
(5)		In connection with any consent given by the Trustee in accordance with Clause 3.3 on or prior to the date hereof, the Company did furnish to the Trustee true, complete and up to date written details of the existing interest(s) by way of security to which such consent relates.
(6)		The details of (if any) the immoveable property and the other assets in Schedules 1,2,3 and 4, the interests of the Company (in that immovable property) in Schedule 1, and the location of the Specifically Charged Plant in Schedule 2, and the details of the bank accounts in Schedule 4 are true and correct in every material particular.

5.

COVENANTS

The Company hereby covenants and agrees with the Trustee, until the discharge and release of this Debenture, as follows:-

(1)

Documents of title to Immoveable Property and Specifically Charged Plant Securities

Subject to the rights of any prior mortgagee, the Company shall deposit with the Trustee
and the Trustee shall be entitled to hold and retain all deeds and documents of title for the time being and from time to time relating to the Immovable Property, all invoices and documents of title for the time being and from time to time relating to the Specifically Charged Plant, and all certificates, deed and documents of title for the time being and from time to time relating to the Specifically Charged Securities.

(2)

Further Charges

The Company shall forthwith from time to time, if and when called upon by the Trustee so to do, execute in favour of the Trustee or as the Trustee shall direct such further interests by

way of security (including, but without limitation, assignments by way of security and collateral security) as the Trustee shall require (but with covenants no more onerous than already contained in the security hereby constituted) over the Charged Assets as further and continuing security for the Indebtedness, such further interest by way of security to be prepared by or on behalf of the Trustee at the cost of the Company and, in the event of any consent thereto being required from any other person, the Company shall use its best endeavours to obtain the same.

(3)

Future Immoveable Property, Specifically Charged Plant and Securities

The Company shall notify the Trustee forthwith upon any proposal or contract for the time being and from time to time being made by the Company to acquire any immoveable property or other assets which, following their acquisition would become Immoveable Property, Specifically Charged Plant or Specifically Charged Securities (as the case may be) and, in the case of any such immoveable property the Company shall notify the Trustee of the title number(s) thereof and shall apply to The Registrar of Lands for the registration of the Company as the registered proprietor thereof.

(4)

Maintenance

The Company shall:-

(a)		keep all buildings, fixtures (including trade fixtures) and fixed plant and machinery for the time being and from time to time on or in any of the Immoveable Property and all plant, machinery, other fixtures and fittings, implements, tools and other effects thereon and therein in a good state of repair and good working order and condition and shall, as necessary, renew and replace the same to a similar quality, as and when the same shall be worked out or destroyed; and
(b)		Keep the Specifically Charged Plant in good state of repair and condition and perfect working order and replace any part or parts thereof as may for the time being and from time to time be or become worn out, damaged or destroyed with new parts of similar quality.
(5)		Insurance

The Company shall:-

(a)

insure and keep insured such of its assets as are of an insurable nature against loss or damage by fire, aircraft, things dropping from aircraft, explosion, tropical storm, storm, tempest, flood, burst pips, hurricane, windstorm, riot and impact and such other risks and the Trustee may, for the time being from time to time, consider necessary, to the full reinstatement value thereof, together with additional amounts sufficient to cover architects’ and surveyors’ fees and the costs of demolition, site

		clearance and shoring up or in such other amount as the Trustee may in writing from time to time approve, with such reputable insurers and generally in such manner as the Trustee shall from time to time approve in writing. The Company shall cause notice of the interest of the Trustee to be noted on the policies of such insurance which (subject to the rights of any prior mortgagee) shall, unless otherwise from time to time agreed by the Trustee in writing, be delivered to and retained by the Trustee. The Company shall duly pay the premiums on such insurance and, immediately after every such payment, produce the receipt for the same to the Trustee. All monies which may at any time hereafter be received or receivable under any insurance of the time being and from time to time effected in respect of the Immoveable Property or the Specifically Charged Plant (and whether or not effected pursuant to the foregoing provisions of this Sub-clause (a) shall be applied in replacing, restoring or reinstating the assets destroyed or damaged or (subject to the rights of the prior mortgagee) in such other manner as the Trustee shall require;
(b)		effect and maintain or cause to be effected and maintained such other insurances as are normally for the time being and from time to time maintained by prudent companies carrying on business similar or approximately similar to those for the time being and from time to time carried on by the Company including but not limited to consequential loss and loss of profits; and
(c)		not in any manner or by any means cause any such insurance to be avoided or vitiated.
(6)		Registration under the Registered Land Law

The Company shall not, without the prior written consent of the Trustee, register any person or cause any person to be registered under The Registered Land Law (2004 Revision) and any subsequent Registered Land Laws as the proprietor of the Company’s interest in any of the Immoveable Property or any part thereof.

(7)

Notices affecting Immovable Property or Specifically Charged Plant

The Company shall, in the event of a notice, order, direction, requisition or permission or proposal for any of the foregoing being served, affecting or likely to affect the Immoveable Property or the Specifically Charged Plant or in the event of any proceedings being commenced affecting or likely to affect the same, immediately give full particulars thereof to the Trustee and without delay and at the Company’s own cost take all reasonable or necessary steps to comply with the same and/or, if so requested by the Trustee, at the Company’s own cost make or join with the Trustee in making such objections or representations against or in respect of any of the same as the Trustee shall deem expedient.

(8)

Planning Legislation

The Company shall not carry out any development in or upon the Immoveable Property within the meaning of the Planning Legislation without first obtaining such permission as may be required under or by virtue of Planning Legislation and the Company shall use the Immoveable Property only for such purpose or purposes as may be for the time being and from time to time be authorised as the permitted use or user thereof under or by virtue of the Planning Legislation.

(9)

Other compliance with law

The Company shall, in relation to its business and other assets for the time being and from time to time, comply with all obligations under any present or future statute, regulation, order or instrument or under any bye-law, regulation or requirement of any competent authority and shall not use or permit any of its assets for the time being and from time to time to be used in contravention of any legislation or otherwise or in any way contrary to law and shall as and when the same shall become payable pay all taxes, rates, duties, charges, assessments and other outgoing whatsoever (whether governmental, parochial, local or of any other description)which shall be assessed , charged or imposed upon or payable in respect of its business and other assets for the time being and from time to time.

(10)		Compliance with Contracts
(a)		The Company shall duly and punctually perform and observe all the covenants, agreements and other stipulations whatsoever as are not inconsistent with its obligations under these presents and as shall for the time being and from time to time be binding upon it, its business or other assets for the time being and from time to time and shall not do or suffer to be done any act or thing whereby any lease or licence for the time being and from time to time granted to or held by the Company may become liable to forfeiture or otherwise be determined.
(b)		The Company shall indemnify and hold harmless the Trustee in respect of any breach of any covenants, agreements or stipulations for the time being and from time to time affecting the Immoveable Property.
(11)		Leases or licences of Immoveable Property and Intellectual Property: as lessee or licensee

The Company shall not agree, accept, suffer or permit any alteration, variation or addition to the terms of any lease or licence under which it is for the time being and from time to time a lessee or licensee and which is for the time being and from time to time part of the Immoveable Property or the Intellectual Property, without the prior consent of the Trustee.

(12)		Leases or licenses of Immovable Property and Intellectual Property
(a)		Unless otherwise agreed from time to time in writing by the Trustee, the Company shall enforce the due observance and performance of all the obligations on the part of the lessee or licensee under any lease or licence under which it is for the time

		being and from time to time the lessor or licensor and which is for the time being and from time to time part of the Immoveable Property or the Intellectual Property, shall not waive, release or vary to agree to waive, release or vary any of the terms of any such lease or licence, shall not exercise any power to determine or extend any such lease or licence and shall not grant any consents or licences as lessor or licensor under any such lease or licence.
(b)		The Company shall not, without the prior written consent of the Trustee, grant or agree to grant any lease or licence of, or other right or interest to occupy, the Immoveable Property or the Intellectual Property.
(13)		Removal and severance

     The Company shall not, without the prior consent of the Trustee, pull down or remove or permit to be pulled down or removed any building or erection for the time being and from time to time include in the Immoveable Property or pull down, remove or sever or permit to be pulled down, removed or severed any fixtures (including trade fixtures) and fixed plant and machinery for the time being and from time to time thereon or therein, except in pursuance of any obligation imposed on the Company under these presents or Land Charge.

(14)		Specifically Charged Plant
(a)		Except as may be agreed in writing from time to time by the Trustee, the Company shall keep the Specifically Charged Plant in its sole and exclusive possession and at the location (if any) specified in Schedule 2 and shall not, in any event, take them out of Cayman Islands and shall not use or permit them to be used for any purpose for which they are not designed or reasonably suitable.
(b)		The Company shall affix to or engrave on the Specifically Charged Plant such labels, plates or markings as the Trustee shall from time to time require and shall not allow to be disturbed any labels, plates or markings which maybe affixed to or engraved on the Specifically Charged Plant as a means of identification by the manufactures or suppliers thereof or by any other person and shall not obliterate, obscure or cover up the same.
(c)		The Company shall not at any time without the prior written consent of the Trustee make or suffer to be made any alteration or addition of a substantial nature in or to the Specifically Charged Plant other than for the purpose of effecting repairs as required by Sub-clause (4)(b) (Maintenance).
(d)		The Company shall not, without the prior consent of the Trustee, hire, lease or part with or share possession of or suffer any distress or execution to be levied or lien to be created upon the Specifically Charged Plant.
(e)		If the Company has created, given, granted or permitted to arise or subsist, or shall

		at any time create, give, grant or permit to arise or subsist, an interest by way of security on any premises where the Specifically Charged Plant are located, the Company shall forthwith notify the Trustee of the same and, if called upon to do so by the Trustee, shall forthwith procure from any person for the time being and from time to time being and from time to time enjoying such interest by way of security or being interested in such premises a waiver in such form as the Trustee may from time to time require of all rights to which such person might otherwise be entitled to claim in the Specifically Charged Plant.
(f)		The Company shall not annex the Specifically Charged Plant to the premises where the same are located if the results of such annexure would be that Specifically Charged Plant might become a fixture or fixtures.
(g)		The Company shall indemnify and hold harmless the Trustee against all claims made or all proceedings brought in respect of any loss or damage or injury whatsoever arising out of or in connection with the Specifically Charged Plant, their manufacture, selection, delivery, possession, use or operation.
(15)		Debts and Bank Accounts
(a)		The Company shall, if called upon from time to time by the Trustee pursuant to any provision of these presents, execute a legal assignment if favour of the Trustee and any of the Trading Debts or the Non-Trading Debts and shall, if the Trustee shall for the time being and form time to time require, give notice thereof to the debtors from whom such Trading Debts or Non-Trading Debts are for the time being owing or incurred and take such other steps as the Trustee may from time to time require to perfect such legal assignment.
(b)		The Company shall forthwith join with the Trustee in giving notice of these presents to each bank or other financial institution specified in Schedule 4 at or with which a Bank Account is kept or maintained, and if the bank shall for the time being and from time to time require, the Company shall join with the Trustee in giving notice of these presents to all other banks or other financial institutions at or with which a Trustee Account is kept or maintained.
(16)		Specifically Charged Securities
(a)		The Company shall, if called upon to do so by the Trustee from time to time, execute all such transfers and other documents as may be necessary to enable the Trustee or its nominee or nominees to be registered as the owners of, or otherwise obtain legal title to, any of the Specifically Charged Securities.
(b)		The Company shall, promptly upon receipt of any communications sent to it in its capacity as a holder of any Specifically Charged Security, deliver the original or a copy thereof to the Trustee, and shall consult with the Trustee, prior to the exercise of all voting and other rights and powers attached or relating to the Specifically

		Charged Securities (other than the shares in Cayman Water Company Limited) and, if the Trustee shall not for the time before, during or after such consultation, shall exercise all such rights and powers for all purposes not inconsistent with the terms of these presents.
(c)		In the event that the Trustee shall for time being and from time to time notify the Company in writing to the following effect, the Trustee and any nominee of the Trustee for the time being and from time to time registered as the holder of the Specifically Charged Security shall thereafter have the immediate and sole and exclusive right to exercise all voting and other rights and powers attaching or relating thereto and may exercise such rights and powers in such manner as it shall in its sole discretion think fit, and the Company shall execute and deliver to the Trustee or such nominee to exercise such rights and powers.
(d)		The Trustee shall not be under any liability to the Company in respect of any failure to present any certificate of or coupon on the Specifically Charged Securities which maybe called or drawn for repayment or redemption or for any failure to pay any call or instalment which may be payable on, or to accept any offer relating to, the Specifically Charged Securities or for any failure to notify the Company of any such matters whether or not any such failure is caused or contributed to by any negligence on the part of the Trustee or any servant or agent of the Trustee.
(e)		Upon the discharge of this Debenture, the Company shall, if the Trustee so requires, accept, in place of any Specifically Charged Security, a security of the same class and denomination in the capital of, issued by, the same person.
(17)		Uncalled capital
		The Company shall, upon the written request of the Trustee for the time being and from time to time, call up any uncalled capital for the time being and from time to time of the Company.
(18)		Secured Loan Capital
		The Company shall not, without prior written consent of the Trustee, issue or re-issue any bonds, debentures, loan stocks, notes or other debt securities for the time being and from time to time secured by any interest by way of security for the time being and from time to time ranking in point of priority to the security hereby constituted or any Land Charge.
(19)		Intellectual Property
		The Company shall make, effect and renew all such filings and registrations and pay all such fees as for the time being and from time to time may be necessary or advisable or as for the time being and from time to time shall be required by the Trustee to create, perfect or preserve the Intellectual Property and/or the security hereby constituted thereover.

(20)		Information, inspection and remedy
(a)		The Company shall furnish to the Trustee forthwith upon the same becoming available (and, in the case of audited accounts, in any event within 120 days of the end of each of its financial years) a copy of the audited accounts of the Company and of each of its subsidiaries for the time being and from time to time certified by a Chartered Accountant approved by the Trustee together with the trading accounts and the directors’ and auditors’ reports thereon and each other document for the time being and from time to time despatched to the members of the Company and each such subsidiary and the Company shall also furnish to the Trustee within 45 days of the end of each quarter unaudited financial statements of the Company and of each of its subsidiaries for the time being and from time to time and the Company shall also furnish to the Trustee, as the Trustee may from time to time request, such other financial statement, information, valuations, and certificates regarding the Company and/or such subsidiaries and their respective affairs, financial conditions, assets and liabilities.
(b)		The Company shall keep, and procure that its subsidiaries for the time being and from time to time shall keep, proper books and records at all times.
(c)		The Company shall, upon request from time to time by the Trustee or its agents, permit the Trustee and/or its agents and/or their respective advisers and employees to enter into and/or inspect the Charged Assets and to carry out, at the Company’s cost, any obligation of the Company to the Trustee under these presents which the Trustee, in its absolute discretion, considers necessary or advisable for the purpose of preserving the value of the security hereby constituted without the Trustee or any other such person becoming liable as mortgagee in possession and provided that the Trustee shall not be obliged under these presents to have any such inspection or obligation carried out.
(d)		The Company hereby permits any Account Bank and any other bank or financial institution with whom the Company may for the time being and from time to time have a banker customer relationship to furnish directly to the Trustee and from time to time upon the request full statements and particulars of all the Company’s accounts with that Account Bank and such other information regarding the Company, its affairs, financial condition, assets and liabilities as may for the time being and from time to time be available to that Account Bank or such other bank or financial institution.
(21)		Disposal of Specifically Charged Assets and other Charged Assets
		The Company shall not and shall not agree to, save with the prior written consent of the Trustee or in pursuance of any other obligation under or pursuant to these presents, sell, transfer or otherwise dispose of any of the Specifically Charged Assets, or, save in the ordinary and usual course of its trade, the whole or any material part of its business,

		undertaking or any of the other Charged Assets (other than the Specifically Charged Assets).
(22)		Conduct of business
		The Company shall carry on and conduct and procure that its subsidiaries for the time being and from time to time shall carry on and conduct its and their respective businesses and affairs in a proper and efficient manner and shall not, without the prior written consent of the Trustee, make any substantial alteration in the nature of such business.
(23)		Insolvency
(a)		The Company shall give at least seven days’ prior written notice to the Trustee of:-
(i)		any steps for the time being and from time to time to be taken by the Company with regard to a proposal for a composition or scheme of arrangement in respect of the Company;
(ii)		any invitation for the time being and from time to time to be made by the Company to any other mortgagee or chargee of the Charged Assets to appoint a receiver;
(iii)		any steps for the time being and from time to time to be taken by the Company with regard to the winding up of the Company; and
(iv)		any event or circumstance analogous to or having substantially similar effect to any of the events and circumstances described in the foregoing Sub-clauses of this Sub-clause (a) under the laws of any applicable jurisdictions.
(b)		The Company shall forthwith notify the Trustee in writing of and supply the Trustee with copies of all documentation and other details relating to:-
(i)		any proposal or application described in Sub-clause (a)(i);
(ii)		any demand for the time being and from time to time made for payment or the appointment of a receiver by any other mortgagee or chargee for the time being and from time to time of the Charged Assets;
(iii)		any petition for the time being and from time to time made for the winding-up of the Company;
(iv)		any demand for the time being and from time to time made on the Company under Section 95 of The Companies Law (2004 Revision); and
(v)		any event or circumstances analogous to or having substantially similar effect to any of the events and circumstances described in the foregoing Sub-clauses of the Sub-clause (b) under the laws of any applicable jurisdiction.

6.		EVENTS OF DEFAULT
(1)		In respect of any Indebtedness by virtue of the Trust Deed to be paid or discharged otherwise than on demand, the Trustee shall nevertheless be entitled by notice to the Company to demand the immediate payment and discharge thereof (or any part thereof) together with all interest then accrued thereon forthwith (or otherwise as the Trustee may require) at any time after the happening of an Event of Default as such term is defined in the Agreement.
(2)		Upon any demand being made for payment of the Indebtedness pursuant to Sub-clause (1), such Indebtedness shall become payable immediately and all rights of the Company to deal for any purpose whatsoever with the Charged Assets shall forthwith cease and any floating charge for the time being and from time to time included in the security hereby constituted shall forthwith crystallize and become a specific charge.
7.		APPOINTMENT OF RECEIVER AND POWER OF SALE
(1)		Time

In the circumstances described in Clause 3.2(1) (assets in jeopardy) or at any time after the Indebtedness shall have become payable in accordance with the Agreement or these presents or at the request of the Company, the Trustee may without further notice (and whether or not the Company shall have been accorded sufficient or any time in which to satisfy such Indebtedness) from time to time appoint in writing (under the hand of any manager of the Trustee) a Receiver of the Non-Realty Charged Assets (but, in the circumstances described in Clause 3.2(1), only the Charged Assets specified in the notice referred to in that Clause) upon such terms as the Trustee may from time to time think fit.

(2)

Power of sale and Enforcement

At any time after the Indebtedness shall have become payable in accordance with the Agreement or these presents or the Trustee shall have appointed a Receiver (otherwise than in the circumstances described in Clause 3.2(1) (assets in jeopardy), the security hereby constituted shall become immediately enforceable and the power of sale and other powers conferred by law as varied or extended by these presents and all other powers conferred on the Trustee by these presents shall become immediately exercisable.

(3)

Removal of Receiver

The Trustee may remove any Receiver for the time being appointed by it from the Charged Assets in respect of which that Receiver shall have been appointed and may from time to

time appoint a new Receiver over those Charged Assets.

(4)

Receiver’s Powers

Every Receiver shall be the agent of the Company (which shall be solely responsible for his contracts engagements, acts, defaults, omissions and losses, for liabilities incurred by him, for his misconduct and for his remuneration) unless and until a liquidator shall be appointed of the Company, whereafter such Receiver shall act as principal but shall not become the agent of the Trustee, and, at all times such Receiver shall have and be entitled to exercise in relation to the Company all the powers conferred on receivers by law and also (but without thereby limited those powers by law and without prejudice to the Receiver’s powers, authorities and discretions conferred by these presents) such Receiver may, without further notice, exercise all or any of the following powers:-

	(a)		to take immediate possession of, get in, and/or collect the Non-Realty Charged Assets and, for that purpose, to enter upon the Immoveable Property or any other premises at which the Non-Realty Charged Assets are for the time being and from time to time located and sever, dismantle or remove the same or any fixtures for the time being and from time to time therefrom without being liable for any loss or damage thereby occasioned;
	(b)		to carry on, manage or concur in the carrying on or managing of, the business for the time being and from time to time of the Company in such manner as he may think fit, including (but without limitation) power to perform, repudiate, rescind, compromise, amend or vary any contract, instrument or agreement to which the Company shall for the time being and from time to time be a party;
	(c)		to sell, exchange or concur in the sale or exchange of the Non-Realty Charged Assets;
	(d)		to grant, or concur in the grant of, any leases or licences of the Non-realty Charged Assets;
	(e)		to grant, or concur in the granting of, any renewals or surrenders of, or to accept, or concur in the accepting of, any surrenders of, any leases or licences for the time being and from time to time of the Non-Realty Charged Assets;
	(f)		to promote or concur in the promotion of, the formation of a subsidiary and/or subsidiaries of the Company with a view to the same purchasing, leasing, licensing or otherwise acquiring all or any of the assets for the time being or from time to time of the Company;
	(g)		to make and effect, and concur in the making and effecting of, all such

			repairs, maintenance, decoration, provision of all services (including but without limitation, lighting, heating and cleansing) structural and other alterations, improvements, additions and development in or to the Non-Realty Charged Assets and to anything else in connection with the Non-Realty Charged Assets which he may think fit or which he may deem proper for the efficient use or management of the Non-Realty Charged Assets, as well as for the protection or for the improvement of the Non-Realty Charged Assets or for the protection or for the improvement of the Non-Realty Charged Assets or for the protection of the security hereby constituted.
	(h)		to exercise or permit the Company or any nominee of the Company to exercise any powers or right incidental to the ownership of the Non-Realty Charged Assets in such manner as the Receiver may think fit and, in particular (as regards any shares, stock or other securities for the time being and from time to time included in the Non-Realty Charged Assets) any rights for the time being and from time to time attached hereto;
	(i)		to call up all or any portion of any uncalled capital for the time being and from time to time of the Company;
	(j)		to redeem any interest by way of security for the time being and from time to time ranking in point of security in priority to any of the security hereby constituted and to settle and prove the accounts of the holder of any such interest and any monies paid by way of such redemption shall be an expense of the Receiver’s receivership;
	(k)		to settle, adjust, refer to arbitration and compromise any claims, accounts, disputes, questions and demands for the time being and from time to time with or by any person who for the time being and from time to time is, or claims to be, a creditor of the Company or relating in any way to the Non-Realty Charged Assets.
	(l)		to bring, prosecute, enforce, defend and abandon any actions, suits and proceedings in relation to the Company or the Non-Realty Charged Assets, suits, and proceedings in relation to the Company or the Non-Realty Charged Assets;
	(m)		to appoint, hire or employ and to remunerate managers, officers, agents, accountants, clerks, servants workmen and others on such terms and generally in such manner as the Receiver shall think fit, either in connection with any exercise by the Receiver of his powers or by or pursuant to these presents or otherwise for any purpose connected with the Non-Realty Charged Assets, and to discharge any such person.
	(n)		to appoint a solicitor or accountant or other professionally qualified person

			to advise or assist it in the exercise of any of the powers, authorities and discretions by or pursuant to these presents or otherwise for any purpose connected with the Non-Realty Charged Assets, and to discharge any such person;
	(o)		for the purpose of exercising any of the powers, authorities and discretions conferred on the Receiver by or pursuant to these presents and/or defraying any costs, charges losses or expenses (including his remuneration) which shall for the time being and from time to time be incurred by him in the exercise thereof or for any other purpose, to make advances or to raise to borrow money either unsecured or secured on the Non-Realty Charged Assets ranking in point of security in priority to, pari passu with, or subsequent to, the security hereby constituted or otherwise and at such rate or rates of interest and generally on such terms and conditions as the Receiver may, in his absolute discretion, think fit;
	(p)		to give valid receipts for all monies and to execute all deeds or documents (including, but without limitation, with full power to convey any assets sold in the name of the Company) as may be necessary or appropriate in the name of, or on behalf of he Company for the purpose of exercising any of the powers, authorities and discretions conferred on the Receiver by or pursuant to these presents and to use the name of the Company for all or any such powers, authorities and discretions, for which purpose the Company hereby irrevocably appoints every such Receiver to be its attorney; and
	(q)		to do all such other acts, deeds and things as the Receiver may consider necessary or desirable for the realisation of the Non-Realty Charged Assets or as the Receiver may consider incidental or conducive to any of the powers, authorities and discretions conferred on him by or pursuant to these presents, and to do and exercise, in relation to the Non-Realty Charged Assets, all such acts, deeds and things and all such powers, authorities and discretions as the Receiver would be capable of doing and exercising if he were the absolute beneficial owner of the Non-Realty Charged Assets.

(5)

Exercise of Receiver’s powers

In the exercise of any of the powers, authorities and discretions conferred on a Receiver by or pursuant to these presents in relation to any dealing whatsoever with the Non-Realty Charged Assets, the Receiver:-

	(a)		may agree such terms and conditions relating thereto and such consideration therefor; and
	(b)		may dispose of the Non-Realty Charged Assets in such manner (including, but without limitation, by public auction, tender or private treaty) and with

or without such advertisement and in such lot or lots together or separately;

as the Receiver shall, in his absolute discretion, think fit.

The enforcement of the security constituted by a Land Charge shall be governed by the Registered Land Law (2004 Revision) as varied and/or added to by the Land Charge.

8.		RESPONSIBILITY FOR RECEIVER
(1)		Liability of Trustee

The Trustee shall not incur any liability, either to the Company or to any other person whomsoever, in respect of any contracts, engagements, acts, omissions, defaults or losses of any Receiver or for any liabilities incurred by him, for any misconduct by him or for his remuneration, by reason of the Trustee having appointed him or of the Trustee having made or given any direction, either generally or specifically, to him or having concurred in any such contract, engagement, act, omission, default, loss or liability for any other reason whatsoever.

(2)

Remuneration

The Trustee may, from time to time, fix the remuneration of any Receiver and direct payment of the same out of monies accruing to him in the exercise of his powers, authorities and discretions by or pursuant to these presents, but the Company alone shall be liable for the payment of that remuneration.

9.		ADDITIONAL POWERS OF THE TRUSTEE
(1)		As Mortgagee

The powers, authorities and discretions conferred by or pursuant to these presents in relation to the Non-Realty Charged Assets on the Trustee or any Receiver shall be in addition to, and not in substitution for, the powers conferred on Mortgagees or receivers by law and, where there is any ambiguity or conflict between the powers, authorities and discretions conferred by law and those conferred by or pursuant to these presents, the terms of these presents shall prevail.

(2) As Receiver

All or any of the powers, authorities and discretions conferred by or pursuant to these presents, either expressly or impliedly, upon a Receiver, may be exercised by the Trustee in relation to the Non-Realty Charged Assets without the Trustee having to first appoint a Receiver.

(3)

Delegation of Powers of the Trustee

The Trustee may, for the time being and from time to time, delegate by power of attorney or in any other manner (including but without limitation, under the hand of any manager of the Trustee) to any person all or any of the powers, authorities and discretions which are, for the time being, exercisable by the Trustee under or pursuant to these presents or by law in relation to the Charged Assets and any such delegation under or pursuant to these presents or by law in relation to the Charged Assets and any such delegation may be made upon and subject to such terms and conditions (including, but without limitation, the power to sub-delegate) as the Trustee may in its absolute discretion, think fit and the Trustee shall not be liable or responsible to the Company or any other person from any loss or damage arising from any act, default or omission on the part of any such delegate (or sub-delegate).

10.

APPROPRIATION

Any monies received by the Trustee or a Receiver under or pursuant to these presents shall, subject to payment of any claims for the time being having priority to these presents, be applied for the following purposes and in the following order of priority:-

FIRST:		in or towards satisfaction of all the Indebtedness described in Clause 2(2) together with interest on the same as described in Clause 2(3), in such order as the Trustee in its absolute discretion shall decide;

SECOND:		in or towards satisfaction of all the Indebtedness described in Clause 2(1), together with interest on the same as described in Clause 2(3), in such order as the Trustee in its absolute discretion shall decide; and

LAST:		the surplus (if any) shall be paid to the person or persons for the time being entitled thereto.

11.		LIABILITY OF THE TRUSTEE AND RECEIVER
(1)		General

If the Trustee or any Receiver or Delegate shall enter into possession of the Charged Assets, any of them may, from time to time at will, go out of such possession.

(2)

Exclusion of the Trustee’s Liability

The Trustee shall not, in any circumstances, either by reason of any entry by it in, or taking by it of possession of, the Charged Assets or for any other reason whatsoever

and whether as mortgagee in possession or on any other basis whatsoever, be liable to account to the Company for anything except the Trustee’s or its Delegate’s or agent’s own actual receipts or be liable to the Company or any other person for any other loss or damage arising from any realisation by the Trustee of the Charged Assets or from any act, default or omission of the Trustee of any power, authority or discretion conferred upon it by or pursuant to these presents, any Land Charge or by law.

(3)

Exclusion of Receiver’s Liability

All the provisions of Sub-clause (2) shall apply in respect of the liability of any Receiver or Delegate in all respects as though every reference in that Sub-clause to the Trustee was also a reference to such Receiver or, as the case may be, such Delegate.

(4)

Indemnity

The Trustee and every Receiver and Delegate shall be entitled to be indemnified out of the Non-Realty Charged Assets in respect of all liabilities and expenses for the time being and from time to time incurred by any of them in or the execution or purported execution of any of the powers, authorities and discretions conferred on them by or pursuant to these presents or by law and against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in any way relating to the Charged Assets and the Trustee and every Receiver may retain an pay all sums in respect of same out of any monies received under such powers, authorities and discretions.

12.		POWER OF ATTORNEY
(1)		Appointment

The Company hereby, by way of security, irrevocably appoints the Trustee and every Receiver and Delegate severally to be its attorney and on its behalf and in its name or otherwise to execute and do all such acts, deeds and things which the Company ought to do under these presents and generally, on its behalf and in its name, to exercise all of any of the powers, authorities and discretions conferred by or pursuant to these presents or by law on the Trustee or any Receiver or Delegate.

(2)

Ratification

The Company hereby ratifies and confirms and agrees to ratify and confirm whatever any attorney of the Company appointed by these presents shall do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions granted to such attorney by these presents.

13.

FURTHER ASSURANCE

The Company shall from time to time execute and do all such acts, deeds and things as the Trustee may reasonably require for perfecting or better perfecting or protecting or better protecting the security hereby constituted or constituted by any Land Charge and, after the Indebtedness shall have become payable, for facilitating the realisation of the Charged Assets and for exercising all powers, authorities and discretions conferred by or pursuant to these presents, any Land Charges or by law on the Trustee or any Receiver or Delegate or any receiver under the Land Charge and shall, in particular (but without limitation) execute and deliver all interests by way of security, transfers, conveyances, assignments and assurances and give all notices and other communications which the Trustee shall for the time being, think expedient.

14.		PROTECTION FOR THIRD PARTY PURCHASERS
(1)		No purchaser, mortgagee or other person dealing with the Trustee or any Receiver or Delegate shall be concerned to enquire whether the Indebtedness shall have become payable or where any power, authority or discretion which the Trustee or a Receiver or Delegate is purporting to exercise shall have become exercisable or shall be being properly exercised or to see to the application of any monies paid to the Trustee or a Receiver or Delegate.
(2)		Without prejudice to Sub-clause (1) and in addition to all other protection for the time being afforded by law, any purchaser, mortgagee or other person dealing with the Trustee or any Receiver or Delegate shall be entitled and bound to assume without enquiry that the security hereby constituted shall have become enforceable.
15.		CONTINUING SECURITY AND AVOIDANCE OF PAYMENTS
(1)		The Security hereby constituted shall be a continuing security and shall not be satisfied or discharged by any intermediate payment or satisfaction of the Indebtedness.
(2)		No assurance, security or payment which may be avoided under any enactment relating to bankruptcy or insolvency or under The Fraudulent Dispositions Law, (1996 Revision) (or similar legislation binding on the Company in a jurisdiction other than the Cayman Islands), and no release, settlement or discharge given or made by the Trustee on the faith of any such assurance, security or payment, shall prejudice or affect the right of such persons to enforce the security hereby constituted or any Land Charge.

16.		ADDITIONAL SECURITY, SUSPENSE ACCOUNT AND CONSOLIDATION
(1)		The security hereby constituted shall be in addition to, and shall not prejudice, or be prejudiced by, any other interest by way of security, right or remedy which the Trustee may for the time being and from time to time enjoy in respect of the Indebtedness.
(2)		The Trustee may, in its absolute discretion, grant time or other indulgence or make or grant any other arrangement, variation or release to or with any person (and whether or not such person is jointly and/or severally liable to the Trustee with the Company) in respect of the Indebtedness or in respect of any other interest by way of security or guarantee therefor, without prejudice either to the security hereby constituted or to the liability of the Company for the Indebtedness.
(3)		Any monies received under or pursuant to these presents may subject to the Agreement be placed and kept to the credit of one or more than one suspense accounts with the Trustee for so long as the Trustee may think fit and, notwithstanding the other provisions of these presents, without any obligation in the meantime to apply the same or any part thereof or interest accruing thereon in or towards discharge of any of the Indebtedness and, notwithstanding any such payment, in the event of any liquidation or winding-up of the Company, the Trustee may prove for and agree to accept any dividend or composition in respect of the whole or any part of the Indebtedness as if this Debenture had not been executed and delivered.
(4)		The Trustee shall have the right (but not the obligation) exercisable in its sole and absolute discretion to consolidate this Debenture with any collateral, additional or supplemental interests by way of security hereto notwithstanding any provision of any law to the contrary.
17.		AMALGAMATION OF TRUSTEE

These presents shall remain enforceable, valid and binding for all purposes notwithstanding any change in the name of the Trustee or its absorption of or by, or its amalgamation or consolidation with, any other person or any change in its constitution or that its successors or assigns or the person by which the business of the Trustee may, for the time being and from time to time, be carried on and shall be available to all such successors, assigns and persons.

18.

NOTICES

Any notice, demand or other communication by the Trustee shall be in writing signed by any manager of the Trustee and may be served by delivering the same to the Company or by post addressed to the Company at the Company’s address last known to the Trustee or to the registered office for the time being and from time to time of the Company and any such notice, demand or other communication so addressed and posted shall be deemed to have been served at the expiration of forty-eight hours after it has been posted and shall be effective notwithstanding that it be returned as being undelivered.

20.

RIGHTS AND REMEDIES

The rights of the Trustee under these presents are cumulative, may be exercised as often as considered appropriate and are in addition but subject to the general law and the terms and conditions of the Agreement. Such rights (whether arising hereunder or under the general law or the Agreement) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing and, in particular, any failure to exercise or delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right, any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right, and no act or course of conduct or negotiation by the Trustee or on its behalf shall in any way preclude it from exercising any such right or constitute a suspension or any variation of any such right. In the event that there is a conflict between the terms and conditions of the Agreement and the provisions of this Debenture, the terms and conditions of the Agreement shall prevail.

21.

SEVERANCE

If at any time any one or more provisions of this Debenture are or become invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

22.

GOVERNING LAW

These presents shall be governed by, and construed in accordance with, the laws of the Cayman Islands.

23.

JURISDICTION

The Company hereby irrevocably agrees that the courts of the Cayman Islands are to have jurisdiction to settle any disputes which arise out of or in connection with this Debenture

and that, accordingly, any suit, action or other legal proceedings so arising may be brought in such courts. The Company hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such legal proceedings in such courts and any claim that any such legal proceedings have been brought in an inconvenient forum, and further hereby irrevocably agrees that a judgment in any such legal proceedings brought in such courts shall be conclusive and binding upon it and may be enforced in the Courts of any other jurisdiction without re-examination of the merits.

Nothing contained in this provision shall limit the right of the Trustee to take any such legal proceedings in any other court of competent jurisdiction; nor shall the taking of any legal proceedings in one jurisdiction preclude the taking of legal proceedings in another, whether concurrently or not. The Company hereby agrees that the process by which any such legal proceedings are begun in the Cayman Islands may be served on it by being delivered to the person (if any) specified in Schedule 5.

24.

STAMPING

This Debenture shall at the Company’s expense be impressed with stamp duty initially to cover US$15,771,997.16 of the Indebtedness and the Trustee shall be at liberty and is hereby empowered at any time or times hereafter (without any such licence or consent on the part of the Company) to impress such additional stamp duty hereon or on any collateral, supplemental or additional interests by way of security to this Debenture all at the Company’s own cost and expense as is necessary to cover the Indebtedness.

IN WITNESS whereof this document has been executed as a deed and delivered the day and year first above written.

SCHEDULE 1

Description of the Immoveable Property
Charged under Clause 3.1(1)(a)

SCHEDULE 2

Description and location of the Specifically
Charged Plant

SCHEDULE 3

Description of certain Specifically Charged Securities
Charged under Clause 3.1(3)(f)

SCHEDULE 4

Description of Bank Accounts charged under Clause 3.1(3)(p)

SCHEDULE 5

Name and address of person (if any) to accept service
of process on behalf of the Company

Signed as a Deed by			)
Consolidated Water Co. Ltd. Was hereunto affixed			)			Consolidated Water Co. Ltd.
			)
By:			)			By: Frederick W. McTaggart
And by:			)
In the presence of			)			And By: Gerrard Pereira
Donald Miller			)
Witness			)
			)
Signed as a Deed by			)			Dextra Bank & Trust Co. Ltd.
			)
Dextra Bank & Trust Co. Ltd.			)
By:			)			By: Alex Wood
And by:			)
			)			And By: Alitsia Finlayson
In the presence of:			)
Donald Miller
Witness