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Underlying Legal Relationships





The Parties hereby refer to the Underlying Legal Relationship, which is a::

(a) legal relationship of deposit;

(b) legal relationship to grant credit and loan;

(c) legal relationship of providing payment services;

(d) legal relationship to undertake surety, guarantee and other banker’s undertakings;

(e) legal relationship of commercial activity with foreign currencies, bills of exchange or cheques on own account or on commission.

2.2 Secured Liabilities arising under the Underlying Legal Relationships

The Parties hereby declare that, under the terms and conditions of the Documents of the Underlying Legal Relationships to which the Obligorsthey are parties, they undertake:

(a) to pay to the Chargee the principal amount of Facilities under the Master Agreement amounting EUR 3 000 000 (three million euros);

(b) to pay to the Chargee Interest according to the Master Agreement, except where it is provided to the contrary in this Agreement, the rate of interest for any Overdraft Outstandings on each day is the percentage rate per annum equal to the aggregate of the applicable Screen Rate (as defined in the Master Agreement) applicable for such day and Margin (that is 2.4% p.a.). The interest rate may be unilaterally changed by the Chargee;

(c) to pay the fees, costs and expenses arising in relation to the Documents of the Underlying Legal Relationships to which they are parties;

(d) to pay late payment interest to the Chargee; Upon the occurrence of an Event of Default, the rate of interest referred to in Clause 6.2 (Obligation to pay contractual interest) of the Master Agreement will be equal to the aggregate of the respective base rate applicable to the respective currency of the outstanding Liabilities as published by the central bank issuing such currency plus eight (8) per cent per annum. If any amount due under the Finance Documents is not paid when due (whether at stated maturity, by acceleration or otherwise), interest shall accrue on a daily basis on the overdue amount both for principal, plus fees and interest (if any), at the rate of the aggregate of the respective base rate applicable to the respective currency of the outstanding Liabilities as published by the central bank issuing such currency plus eight (8) per cent per annum.

(e) to perform and/or comply with their obligations under the Documents of the Underlying Legal Relationships to which they are parties.

Secured Liabilities under this Agreement

The Parties acknowledge and accept that:

(a) the details of the Secured Liabilities set out in this Clause 2 are not intended to be a comprehensive and exhaustive list of the obligations and liabilities of the Obligors towards the Chargee under the Documents of the Underlying Legal Relationships;

(b) the omission from the above of any obligation and/or liability of the Obligors towards the Chargee shall not in any way prejudice such obligation and/or liability forming part of the Secured Liabilities;

(c) the fact that, as at the date of this Agreement, it is not possible to determine the maximum amount that may be payable by the Obligors under any Document of the Underlying Legal Relationships, shall not in any way prejudice such amount forming part of the Secured Liabilities; and

(d) the fact that the Obligors and the Chargee only enter into any Document of the Underlying Legal Relationships and/or only undertake or become subject to any obligation and/or liability after the date of this Agreement, shall not in any way prejudice such obligation and/or liability forming part of the Secured Liabilities.

Discharge of the Secured Liabilities

The Chargor hereby irrevocably and unconditionally acknowledges and agrees that the Secured Liabilities will not be deemed to be duly and fully discharged until each and every of the Obligors’ respective obligations and/or liabilities whatsoever provided for in Clause 2.2 (Liabilities arising under the Underlying Legal Relationship) and Clause 2.3 (Liabilities arising under this Agreement) have been duly and fully discharged as set out in the Documents of the Underlying Legal Relationships.

CREATING THE FIXED CHARGE, REGISTRATION PERMISSION

Creation of the Fixed Charge

For the purpose of securing the Secured Liabilities the Chargor hereby irrevocably and unconditionally creates a joint and several first ranking Fixed Charge (in Hungarian: első ranghelyű ingó jelzálogjog) in favour of the Chargee over the Encumbered Assets up to the frame amount of [●]Euro (EUR [●]). Furthermore, the Parties hereby establish a prohibition of disposal and encumbrance with respect the Encumbered Assets in order to secure the Fixed Charge.

The fair market value of the Encumbered Assets agreed by the Parties (the [●] part of which equals the credit security value of the Encumbered Assets) is: [●] Hungarian forint (HUF [●])

The Fixed Charge created by this Agreement is joint and several. All the Encumbered Assets serve as Security for the whole of the Secured Liabilities. The Chargee shall be entitled to select any one or more of the Encumbered Assets as the Chargee in its own discretion sees fit to be the subject of enforcing the Fixed Charge.

Registration of the Fixed Charge

(a) The Fixed Charge and the prohibition on disposal and encumbrance in respect of the Encumbered Assets shall be duly established upon its due registration into the Register of Credit Securities.

(b) The Chargor hereby gives its irrevocable and unconditional consent to, and undertakes not to object the registration of the Fixed Charge and the prohibition on disposal and encumbrance in respect of the Encumbered Assets into the Register of Credit Securities in favour of the Chargee with respect to 1/1 of the Encumbered Assets according to the terms of this Agreement. The Parties hereby mutually request and authorize the notary public, [_] incorporating this notarial deed to register the credit securities declaration of the Chargor pertaining to the first ranking fixed charge in respect of each Encumbered Assets in favour of the Chargee and the data of the Parties to be registered into the Register of Credit Securities.

(c) The Parties hereby acknowledge, that they are obliged to comply with the notification / filing requirements pursuant to the Credit Securities Act, if any particular of the Fixed Charge, the data registered into the Register of Credit Securities changes or the Fixed Charge terminates. The Parties are obliged to ensure, that they are and remain registered into the Register of Credit Securities, they have authorised representatives registered therein and the other party is duly notified of the data pertaining thereto. If the data of such authorised representative registered into the Register of Credit Securities changes, the concerned Party shall notify the other Party within 5 says of the occurrence of such change.

DELEGATION OF RIGHTS

With a power of attorney the Chargee may, at any time and from time to time delegate to any person all or any of the rights and benefits which are at such time being exercised or capable of being exercised by the Chargee under this Agreement in relation to the Fixed Charge and the Encumbered Assets [or any part thereof].







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