DATED THIS DAY OF 2025

NABIL OMAR HAMID

(as “the Chargor”)

- to -

DIB BANK KENYA LIMITED

(as “the Bank”)

CHARGE

- over -

NAIROBI/BLOCK 103/1133

DRAWN BY: -
Table of Contents
1. Interpretation and Construction........................................................................................................
2. Covenant to Pay................................................................................................................................
3. Profit.................................................................................................................................................
4. Secured Obligations........................................................................................................................
5. Charging Clause..............................................................................................................................
6. Covenants by the Chargor...............................................................................................................
7. Events of Default............................................................................................................................
8. Bank's Rights and Consequences of Default..................................................................................
9. Rights of the Chargor......................................................................................................................
10. Enforcement....................................................................................................................................
11. Extension and Variation of the Land Act.......................................................................................
12. Continuing Security and Consolidation..........................................................................................
13. Effect of Dealing Between the Chargor and the Bank....................................................................
14. Currency Conversion......................................................................................................................
15. Changes in the Law.........................................................................................................................
16. Representations and Warranties......................................................................................................
17. Indemnity........................................................................................................................................
18. Further Assurance...........................................................................................................................
19. Power of Attorney...........................................................................................................................
20. Effect of Release or Discharge........................................................................................................
21. Security not to be Affected by Change in Constitution of the Bank..............................................
22. Notice of any subsequent encumbrance..........................................................................................
23. Lien by the Bank.............................................................................................................................
24. Rights of Disclosure........................................................................................................................
25. Consent of the Bank........................................................................................................................
26. Advances to a Third Party...............................................................................................................
27. Rights to Debit Chargor’s Accounts...............................................................................................
28. No Right to Further Advances........................................................................................................
29. Other Security.................................................................................................................................
30. Application of Monies Received....................................................................................................
31. Protection of Third Parties..............................................................................................................
32. General............................................................................................................................................

2
33. Discharge........................................................................................................................................
34. Governing Law...............................................................................................................................
35. Whole Agreement...........................................................................................................................

3
Form LRA-53 (r.67 (1))

REPUBLIC OF KENYA
THE LAND REGISTRATION ACT
THE LAND REGISTRATION (GENERAL) REGULATIONS, 2017

Date Received Presentation Book Official Fees Paid

………………. No………………... Kshs………………..

CHARGE

TITLE NUMBER :
[[I.R]/[C.R] No with respect to property land reference number [ ]]

Date of Issue

The Chargor: ………………………. of Post Office Box Number

…………………….. Nairobi and email address ……………..

or

_____________________________, [a limited liability

company/registered trust/limited liability partnership] incorporated in
the Republic of Kenya under registration number
___________________________ of Post Office Box Number
___________________________ and email address
________________________

The Bank: DIB BANK KENYA LIMITED a limited liability company

incorporated in Kenya with a licence to provide banking services and for
purposes hereof of Post Office Box Number 6450-00200, Nairobi
(which expression shall, where the context so requires, include its
successors in title and assigns).

Maximum Transaction Kenya Shillings/United States Dollars/Euros ……………..

Value: (KShs./USD/EUR ……………………../=)

4
WHEREAS:
(A) The Chargor is the registered proprietor of the [freehold/leasehold] interest [or estate in fee
simple] [in/of] property [Title Number ♦ ] or [Land Reference Number ♦ more particularly
described in the schedule hereto] together with all [buildings] fixtures [fittings] developments
and improvements from time to time erected or maintained thereon (if any) (hereinafter
together referred to as the (“Charged Property”) and any attachments to immovable property
(within the meaning given to such expression under the Movable Property Security Rights
Act, Cap. 499A (the “MPSR Act”) from time to time forming part of the said Charged
Property (the “Attachments”).
(B) The Bank has at the request of the Chargor agreed not to call in or to sue for or require the
immediate repayment of any existing indebtedness due to it from the Chargor or others for
whom the Chargor is a surety and has agreed to grant to the Chargor and/or to others for
whom the Chargor now is or may from time to time be surety such financial
accommodation, banking facilities and other facilities from time to time in the aggregate
maximum principal amount of upto Kenya Shillings/United States Dollars/Euros
…………….. (KShs./USD/EUR ……………………../=) or the equivalent in whatever
currency denominated (this sum hereinafter referred to as the “Maximum Transaction
Value”) or such lower limit as may for the time being and from time to time be fixed by the
Bank in its sole and absolute discretion subject to inter alia the Chargor creating by way of
security a first fixed legal charge over the Charged Property in favour of the Bank
(C) The Chargor in consideration of the Bank granting to the Chargor the financial
accommodation referred to in Recital B above has, inter alia, agreed to create a first legal
charge (being this Charge which is also referred to as “this security”) over all their right title
and interest in the Charged Property on the terms and conditions contained herein and upon
the terms and conditions contained in any facility letter, loan agreements granted by the Bank
from time to time including without limitation the letter of offer dated …………………as the
same may be updated or varied with revisions, side letters and ancillary documentation
(hereinafter referred to as the “Letter of Offer”) as security for the repayment by the Chargor
in full of all monies and liability covenanted to be paid and discharged by the Chargor under
this Charge.

NOW IT IS HEREBY AGREED AND DECLARED as follows:-

1.Interpretation and Construction

In this Charge unless the context or express provisions otherwise require:

1.1 the headings to clauses and sub-clauses are for convenience only and shall not affect its
constitution or interpretation and unless otherwise stated, the references to clauses sub-
clauses and the schedules are to clauses and sub-clauses of and the schedules to this
Charge;
1.2 If the “Chargor” and the “Bank” shall consist of two or more parties, such expression
shall throughout mean and include such two or more parties and each of them and so far
as the context admits be construed as well in the plural as in the singular and all
covenants representations, warranties, assignments, charges, agreements and
undertakings herein expressed or implied on the part of the Chargor and the Bank and
shall be deemed to be joint and several. For the avoidance of doubt any of the events of

5
 default set out in Clause 7.1 shall be triggered in case of such event of default occurring
(or which could occur with the passage of time, the giving of notice or the making of a
determination) in respect of only one or more of them even if other persons comprised in
the expression “Chargor” are not at fault. This security and the covenant in clause 2 and
all other covenants, charges, agreements and undertakings herein contained shall extend
and apply to any money owing or obligation or liability incurred by any such parties to
the Bank whether solely or jointly with each other or with any other person and none of
the persons included in the expression "Chargor" shall as against the Bank be entitled to
any of the rights or remedies legal or equitable of a surety as regards the indebtedness or
liabilities of any of the other persons included in the expression “Chargor”;
1.3 the expression "Chargor" shall include the personal representatives of the Chargor as
the case may be or, where the Chargor is a corporate person, the successors and
permitted assigns of the Chargor;

1.4 references to writing shall include any mode of reproducing words in a legible and
transitory form;
1.5 references to indemnifying any person against any circumstances include indemnifying
and keeping him harmless from all actions, claims or proceedings from time to time
made against that person and all loss or damage and all payments, costs and expenses
made or incurred by that person as a consequence of or which would not have arisen but
for that circumstance;
1.6 references to any statute or statutory provision shall be construed as references to such
statute or provision as respectively amended or re-enacted or as their operation is
modified by any other statute or statutory provision (whether before or after the date of
this Charge) and shall include any provisions of which they are re-enactments (whether
with or without modification) and shall include subordinate legislation made under the
relevant statute;
1.7 references to and the definition of any document (including this Charge) shall be deemed
to be a reference to such document as it may from time to time be amended modified or
replaced (in whole or in part) but disregarding any amendment variation modification or
replacement taking place in breach of such document;
1.8 reference to person shall include any firm, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having separate legal
personality) of two or more of the foregoing and any other legal entity;
1.9 expressions in the singular shall include the plural and words importing a gender shall
include every gender;
1.10 the word “tax” shall be construed so as to include any tax, levy, impost assessment, duty
or other charge of a similar nature (including without limitation value added tax, stamp
duty or any penalty or interest payable in connection to any failure to pay or any delay in
paying the same) and “taxation” shall be construed accordingly and the expression
“competent taxing authority” means in respect of any state or administrative division
thereof any governmental authority monetary agency or Central Bank having power to
collect or levy tax;
1.11 the expression “month” means a calendar month;

6
1.12 the expression “Encumbrance” includes any mortgage or charge (whether legal or
equitable) lien, option, security interest, restrictive covenant, pledge, hypothecation
assignment, title retention, leasing, sale-and-purchase or sale-and–leaseback
arrangement, preferential right, trust, arrangement or other restriction of any kind or
other right securing or any right conferring a priority of payment in respect of any
obligation of any person;
1.13 the expression “covenant” means and includes “agree” and “agreement” and vice versa;
1.14 the expression “hereof”, “herein” “hereunder” and similar expressions shall be construed
as references to this Charge as a whole and not be limited to the particular clause or
provisions in which the relevant expression appears;
1.15 the word “including” means “including without limitation” and “include” shall be
construed in the same way; and
1.16 The words “other” and “otherwise” shall not be construed ejusdem generis with any
foregoing words where a wider construction is possible.
1.17 where any covenant is expressed to be binding on or as an obligation of the Chargor, the
Chargor shall be liable on the same as principal.
2.Covenant to Pay
2.1 To Pay on the Legal Date of Redemption
The Chargor shall, on the seventh day next after any monies shall have been
advanced or otherwise become due to the Bank, or upon written demand by the Bank
(the Chargor hereby acknowledging that the date of demand shall be the date
“specified for repayment” within the meaning and for all purposes of Section 56(2) of
the Land Registration Act Cap. 300 (hereinafter referred to as the “Land Registration
Act”)) pay to the Bank all monies (in whatever currency or currencies denominated)
not exceeding the Maximum Transaction Value together with commission and other
usual Bank charges, legal and other costs and expenses together with the Profit
thereon at the rate for the time being payable to the Bank as provided in Clause 3
below as may now or at any time hereafter be or become due, owing or incurred by
the Chargor (as principal debtor or surety) to the Bank or for which the Chargor may
become liable on any current or other account or in any other manner whatsoever
(including without limitation upon any banking facility and advances (whether made
to the Chargor or to some other person at the request of the Chargor) bills of
exchange, promissory notes, drafts, payment orders, cheques or other negotiable
instruments or payment orders drawn, accepted or endorsed by or on behalf of or at
the request of the Chargor and discounted and paid or held by the Bank at the request
of the Chargor or in the course of the Bank’s business with the Chargor or otherwise
upon any documentary credits or other mercantile instruments opened, agreed,
confirmed or accepted by or on behalf of the Chargor) and shall discharge all other
liabilities (including, without limitation, in connection with any hire purchase or
leasing arrangements, foreign exchange transaction, swap and other hedging
arrangements and instruments) whether actual or contingent as may now exist or
hereafter be incurred by or on behalf of the Chargor to the Bank and whether in each
case due, owing or incurred by virtue of any transfer, assignment or other disposition
to or in favour of the Bank or by virtue of rights of subrogation exercised by the Bank
(and whether in any case due, owing or incurred by the Chargor alone or jointly with

7
 any other person and in whatever name, style or form and whether as principal or
surety) together with the Profit thereon (as well after as before any demand,
judgement, insolvency or liquidation (as the case may be) of the Chargor) on all such
monies and liabilities to the date of payment (at the rate determined in accordance
with the provisions of this Charge) and all commissions and other banking fees and
charges payable pursuant hereto as the Bank normally charges to its customers and all
other costs, liabilities, taxes, expenses and charges incurred by the Bank in enforcing
or seeking to enforce payment of such monies and liabilities and in relation to the
preparation, execution and enforcement of this Charge and any other security held by
or offered to the Bank for such liabilities on a full and unqualified indemnity basis.
2.2 To Pay on the Seventh Day after each Advance
On the seventh (7th) day next after any monies shall have been advanced or otherwise
become due to the Bank, the Chargor shall pay to the Bank every such sum and every
other sum which may be advanced by the Bank to the Chargor on account of such
banking facilities or for which the Chargor may otherwise become liable to the Bank
as aforesaid together with commission and other usual Bank charges, legal and other
costs and expenses together with the profit thereon as provided in Clause 3 below.
2.3 To Pay on Demand
At any time after the Legal Date of Redemption or after any such seventh day as
provided in clause 2.1above ON DEMAND in writing made to the Chargor by the
Bank, the Chargor shall pay to the Bank or to one of the cashiers for the time being
of the Bank all monies which shall or may be for the time being owing as aforesaid
by the Chargor to the Bank together with commission and other usual Bank charges
and other costs and expenses together with the profit at the rate for the time being
payable to the Bank as provided in Clause 3 below and as provided in the Offer
Letter according to the Bank’s usual practice.

2.4 Treatment of Payment

No payment by the Chargor to the Bank shall be treated as being a payment on
account of principal unless all the profit due or deemed to be due or accrued has been
paid.

2.5 No Set Off

All payments due to be made by the Chargor hereunder whether of principal, the
profit or otherwise shall be made without any set-off, counterclaim or restriction and
free and clear of and without deduction whether for or on account of any present or
future taxes or otherwise. If at any time whether now or in the future any applicable
law, regulation or regulatory requirement or any competent taxing authority requires
the Chargor to make any deduction or withholding in respect of taxes from any
payment due under this Charge for the account of the Bank, the sum due from the
Chargor in respect of such payment shall be increased to the extent necessary to
ensure that after the making of such deduction or withholding the Bank receives a net
sum equal to the sum which the Bank would have received had no such deduction or
withholding been required to be made and the Chargor shall indemnify the Bank
against any losses or costs incurred by the Bank by reason of such deduction or
withholding.

8
2.6 Early redemption under Section 85(3) of the Land Act
Upon repayment of the Chargor’s secured obligations and the performance of all
other conditions and obligations under this Charge, the Chargor shall be entitled to
discharge the Charge. If the Chargor shall wish or seek to exercise the right to
discharge this Charge at any time before the expiry of the terms of the Charge, the
Chargor shall:-

2.6.1 give the Bank one (1) month’s notice of the Chargor’s intention to discharge
and provided also the Chargor shall thereafter repay the secured obligations
to the Bank and performance of all other conditions and obligations under the
Charge; or

2.6.2 pay to the Bank One (1) month’s profit at the rate at which the profit is
payable on the principal sum secured by this Charge or at any other rate
which may be agreed with the Bank, as well as repaying the secured
obligations to the Bank and performing all other conditions and obligations
under this Charge.

3. Profit
3.1 To Pay a Profit
3.1.1 The Chargor shall pay a Profit on all the monies, liabilities and obligations
advanced to or incurred by the Chargor as aforesaid (as well after as before any
demand, judgement or insolvency or liquidation of the Chargor) at
……………………………….. or at such rate or rates as may have been
agreed with the Bank and if there is no such agreement as the Bank may in its
sole discretion from time to time decide subject to the maximum permitted by
law.
3.1.2 The profit shall be calculated in accordance with Sharia principles of Islamic
banking law and on daily balances debited monthly according to the usual
mode of the Bank but without prejudice to the right of the Bank to determine
the methods of calculating the applicable profit and to require payment of such
profit when due.
3.1.3 The Bank shall in its sole discretion determine the rate or rates and methods of
calculating the profit applicable from time to time with full power and
authority to the Bank to charge different rates for different accounts and/or
transactions provided always that the Bank shall pursuant to Section 84(1) of
the Land Act issue the Chargor with a thirty (30) days prior notice of the
variation in the profit rate.
3.1.4 In the case of any monies being also secured to the Bank under an agreement or
instrument reserving a higher rate of profit than is herein provided nothing
herein contained shall affect the right of the Bank to recover such higher rate of
profit or (as the case may be) the difference between such higher rate and the
rate payable herein.
3.1.5 All the covenants and provisions contained in this Charge relating to the
payment of the profit shall be construed and have effect as referring to the
profit as fixed or altered by the provisions of this Clause.

9
 3.1.6 The Bank shall not be required to seek the consent of the Chargor or any
principal debtor (as the case may be) prior to any change in the rate and
method of calculating the profit so payable and the failure by the Bank to
seek such consent from the Chargor or other principal debtor as aforesaid
shall not prejudice in any way howsoever the recovery by the Bank of the
profit charged subsequent to any such change provided however that the
Bank shall give the Chargor or other such principal debtor at least thirty (30)
days’ notice prior to any change in the rate or rates of interest payable. It is
hereby acknowledged and agreed by the Chargor that service of notice of
variation shall be deemed to have been adequately served as required by the
Land Act, Cap. 280 if done by sending the notice by post to the address of
the Chargor or by way of a general notice to the Bank’s customers by way
of advertisement placed by the Bank in a newspaper with national
circulation or by way of a notice or notices placed at the branches or
business premises of the Bank or by electronic mail to the address provided
by the Chargor or by such other modes of service set out in Clause 32.6
below.
3.2 To Pay Default Damages
3.2.1 Save as may otherwise be provided herein, if the Chargor does not pay any
sum payable hereunder on its due date for payment, the Chargor shall
(without prejudice to the exercise by the Bank of any other right or remedy in
favour of the Bank) pay to the Bank (as well after as before any demand,
judgement, liquidation or insolvency of the Chargor) default damages at the
default damages rate of Five Percent (5%) per annum or at such rate or rates
as may be determined by the Bank from time to time in its sole discretion
subject to the maximum permitted by law (hereinafter referred to as the
“Default Damages Rate”) over and above the rates specified in Clause 3.1.1
above on all monies due from the Chargor with effect from the date of the
same becoming due until actual repayment of such monies in full (together
with all accrued profit) and the Chargor hereby acknowledges and agrees that
the default damages represent a reasonable pre-estimate of the loss to be
suffered by the Bank in funding the default of the Chargor.
3.2.2 The default damages shall be applied by the Bank to a Charity Fund
constituted by the Bank for purposes of such socially oriented welfare
purposes as may be determined by the Bank in its sole discretion. The Bank
shall disburse all amounts recovered from the Chargor on account of Default
Damages (pursuant to the profit rate clause) for charitable purposes as
approved by the Bank’s Sharia Supervisory Committee.
3.2.3 The Bank and the Chargor recognise that and agree that payment of interest is
repugnant to the principles of the Sharia and accordingly to the extent that
any legal system would (but for the provision of this clause) impose (whether
by contract or statute) any obligation to pay interest, the Bank and the
Chargor hereby irrevocably and unconditionally expressly waive and reject
any entitlement to recover interest from each other.
3.3 To Pay Additional Profit
If the Chargor procures an amount in excess of the Maximum Transaction Value or as
the case may be the aggregate maximum transaction value of each component of the
10
 banking facilities from time to time made available by the Bank to the Chargor
whether it be banking facility, time credit, financial facilities or advances made by the
Bank to the Chargor, the Chargor shall pay a profit on the particular excess amount
financed at a per annum rate determined by the Bank in its sole discretion until such
excess is no longer outstanding.

3.4 Extension of Provisions

The provisions of sub-clauses 3.1.2 to 3.1.5 (both inclusive) shall (where appropriate)
also apply to the profit charged pursuant to clauses 3.2 and 3.3 above and all the
covenants and provisions contained in this Charge relating to the profit shall be
construed and have effect as referring to such varied profit applicable from time to
time.

3.5 Statement of the Bank Conclusive

The statement of the Bank as to the rate, mode or amount of the profit payable shall,
in the absence of manifest error, be conclusive.
4.Secured Obligations
The total monies for which these presents constitute security shall be the aggregate of
the Maximum Transaction Value together with the profit as aforesaid and such other
applicable costs, default damages, liabilities, taxes, expenses and charges and other
amounts incurred by the Bank from time to time in relation to this Charge and all
other present and future obligations and liabilities (whether actual or contingent and
whether owed jointly or severally or in any other capacity whatsoever) of the Chargor
under the Letter of Offer (including without limitation, all obligations and liabilities
arising out of any extension, variation, modification, restatement or novation of the
Letter of Offer whatsoever) and all for whom the Chargor acts as surety as envisaged
under this Charge (hereinafter together referred to as the “Secured Obligations”).
5.Charging Clause
5.1 The Chargor as beneficial owner hereby charges the Charged Property to the Bank as a
continuing security for the payment and discharge unconditionally and in full of the
Secured Obligations.
5.2 The Chargor hereby applies to the Land Registrar [and the Registrar of Companies if a
limited liability company] and/or authorises the Bank and its agents to register the
security created by this Charge in accordance with the provisions of the Land
Registration Act, Cap. 300 [the Companies Act, Cap. 486 (Companies Act) if a
limited liability company], the MPSR Act, Cap. 499A and any other relevant Act to
the satisfaction of the Bank.
6.Covenants by the Chargor
6.1 Outgoings
a) During the subsistence of this security, the Chargor will punctually pay in full and
indemnify the Bank and any receiver appointed by the Bank against all existing
and future rents, municipal or local rates, taxes, duties, charges, assessments,
impositions and other outgoings whatsoever (whether imposed by agreement,
statute or otherwise and whether in the nature of capital or revenue and even if
wholly novel) now or at any time during the continuance of this security payable
in respect of the Charged Property or any part thereof or by the owner or occupier
thereof failing which the Bank may make any such payment and all monies
11
 expended by the Bank under this provision shall be reimbursed by the Chargor on
demand and bear default damages at the Default Damages Rate from (and
including) the date of payment by the Bank until repayment in full of such sum.
b) Within seven days (or earlier if the situation demands) of receipt send to the Bank
copies of any notice or order or proposal issued or sent to the Chargor by any local
or other authority or any other body or person whatsoever relating to the Charged
Property and without delay comply with any such notice or order and at the
request of the Bank make or join with the Bank in making such objections or
representations against or in respect of any such proposal as the Bank shall
consider expedient and any compensation received by the Chargor as a result of
any such notice or order shall be charged to and paid to the Bank and be applied in
reduction of the moneys obligations and liabilities hereby secured.
6.2 Buildings
The Chargor will during the subsistence of this security, keep all buildings and
structures and all roads, passageways, pipes, wires, cables, drains and sanitary and
water apparatus and all fixtures and fittings and every part thereof in or upon the
Charged Property in good and substantial repair and in good working order and
condition and except in the ordinary course of use, repair, maintenance or
improvement the Chargor shall not make any structural or other material alteration
thereto or pull down, remove, sell or otherwise dispose of any of the same without the
prior consent in writing of the Bank except in the ordinary course of use repair
maintenance or improvement and to permit the Bank or the agents of the Bank with
or without workmen or others at all reasonable times to enter upon the Charged
Property and examine the state and condition thereof AND SHALL forthwith repair
and make good to the satisfaction of the Bank all defects and wants of reparation in
and to the Charged Property of which notice in writing shall be given to the Chargor
by or on behalf of the Bank.

6.3 Right of Inspection

During the subsistence of this security:
a) the Bank is authorised (should the Bank so require) at any time and from time to
time during the continuance of this security to instruct a surveyor or valuer to
inspect and report on the Charged Property (at the expense of the Chargor) and all
monies paid by the Bank for that purpose shall be deemed to be expenses properly
incurred by the Bank in relation to the security hereby created repayable in full by
the Chargor on demand with the profit as aforesaid; and
b) the Chargor will permit the Bank, its employees or agents during working hours or
at any time in the event of an emergency (as determined by the Bank in its sole
discretion) to enter the Charged Property to enable the Bank, its employees or
agents (as the case may be) to examine the state and condition thereof.
6.4 Title Matters
During the subsistence of this security:
a) the Chargor will forthwith deposit with the Bank and permit the Bank during the
continuance of this security to hold and retain all deeds and documents of title and
insurance policies relating to the Charged Property, (where applicable) share
certificate of the Chargor and duly executed share transfer form in respect thereof
12
 blank as to the transferee in any company managing the Charged Property and
such other documents relating to the Charged Property as the Bank may from time
to time require;
b) the Chargor shall comply with and observe all the terms and conditions (if any)
endorsed on or referred to in the document of title in respect of the Charged
Property; and
c) the Chargor will observe and perform all covenants and stipulations from time to
time affecting the Charged Property or the mode or user of enjoyment of the same
and will not without the prior consent in writing of the Bank enter into any
onerous or restrictive obligations affecting any part of the Charged Property or
undertake any developments on the Charged Property including, without
limitation, developments which would require the Chargor to obtain a change of
user in respect of the Physical and Land Use Planning Act, Cap. 303 and
if consent is granted by the Bank, the Chargor will comply with the provisions of
the Physical and Land Use Planning Act, Cap. 303.
6.5 Insurance
During the subsistence of this security:
a) the Chargor will at the Chargor’s expense insure and keep insured the life of the
Chargor (where the Chargor is a natural person), all the buildings, assets, fixtures,
property and effects being or forming part of the Charged Property of an insurable
nature with insurers previously approved by the Bank in writing against loss or
damage by fire, civil commotion, explosion, earthquake, subsidence, landslip,
heave, aircraft and articles dropped there from, flood, storm, lightning, bust pipes,
theft, malicious damage, impact and such other risks and contingencies in the full
insurable value thereof (which expression shall include but not be restricted to the
full replacement value thereof and shall include all architects' and surveyors' fees)
as the Bank shall from time to time request and the Chargor shall obtain a
disapplication of any exclusion contained in any insurance policy as aforesaid in
respect of terrorist activity;
b) the insurance shall be to the full reinstatement value thereof from time to time
including the fees for architects, surveyors, engineers and all other professional
and demolition charges together with full provision for estimated inflation and (in
the case of premises for lease) loss of rent for three years;
c) the insurance shall be in the name of the Chargor with the interest of the Bank
noted on the policy or if required by the Bank in the joint names of the Bank and
the Chargor and in either case with the Bank nominated as first loss payee and
with the policy containing such provisions for the protection of the Bank as the
Bank may reasonably require to avoid the interest of the Bank being prejudiced by
any act of the Chargor or of any occupier of the Charged Property;
d) immediately after any such insurance shall have been effected or upon the
execution of these presents if the same shall have been previously effected produce
to and deposit with the Bank the original policy relating thereto;
e) the Chargor will pay not later than seven (7) days prior to the same becoming due
all premiums and other monies necessary for effecting and keeping in force such
insurances and on demand produce to the Bank the written policies of insurance
13
 and proof of such payments failing which the Bank may take out or renew such
insurances in any sum which the Bank may think expedient and all monies
expended by the Bank under this provision shall be reimbursed by the Chargor on
demand and bear a default damages at the Default Damages Rate from (and
including) the date of payment by the Bank until repayment in full of such sum;
f) if the Chargor becomes aware that any insurance has been or is about to be
cancelled or materially modified or becomes aware of the occurrence of any event
which may, ought to or would give rise to a claim under any policy, the Chargor
will immediately give written notice to the Bank of such event and, if required,
produce such details or evidence as the Bank may require;
g) if any claim is made on the insurance policy obtained and maintained by the
Chargor pursuant to the provisions of sub-clause 6.5.(a), the Chargor hereby
irrevocably confirms, acknowledges and agrees that all monies payable under the
terms of the said insurance policy will be applied towards reinstatement of the
Charged Property. The Chargor hereby further irrevocably confirms,
acknowledges and agrees that if the cost of repairing any damage to the Charged
Property is more than the amount payable by the insurer pursuant to the provisions
of this sub-clause 6.5(g) then the Chargor undertakes to make good all and any
such damage to the Charged Property at his sole cost and expense. If the Chargor
does not make immediate payment of all such excess amounts of money or, where
the damage to the Charged Property is less than the excess amount payable under
the said insurance policy, fails to pay for all repairs to the Charged Property within
a reasonable period of time (as shall be conclusively determined by the Bank in its
sole opinion) the Chargor hereby confirms, acknowledges and agrees that all such
sums of money may be paid by the Bank and the Chargor agrees to permit the
person appointed to carry out such repairs to the Charged Property to do so
without let or hindrance and without making the Bank liable as chargee in
possession and the Chargor undertakes to repay to the Bank all such sums of
money in full together with the default damages at the Default Damages Rate
within fourteen (14) days from the date of any payment by the Bank;
h) hold any moneys received under a policy effected by the Chargor under sub-
Clause 6.5(a) as trustee for the Bank and apply the same in or towards making
good the loss or damage in respect of which they shall have been received
PROVIDED ALWAYS THAT without prejudice to any obligations to the
contrary imposed by law or by special contract the Bank may apply or require that
all moneys received or payable under any policy effected under Sub-Clause 6.5(a)
be applied in or towards the discharge of the Secured Obligations;
i) not without the prior written consent of the Bank effect any insurance of the
Charged Property or any part thereof otherwise than in accordance with the
foregoing covenant and agreement and if any insurance shall be effected in breach
of this covenant and agreement then the Chargor will hold any moneys received
there under as trustee for the Bank to be applied as if the same arose under a policy
effected under the said foregoing covenant and agreement;
j) the Chargor authorizes the Bank in the Chargor’s name and on the Chargor’s
behalf to make any claim against any insurer under any part of any insurance and
to admit, compromise or settle such claim and any potential claim and to receive

14
 any amounts payable in respect of any policy and give a good discharge to the
insurer in respect of such amounts and the Chargor will not, without the Bank’s
prior written consent, in any way admit, compromise or settle any claim or any
liability or any matter which may be the subject of claim under any insurance
policy as aforesaid; and
k) all monies to be received by virtue of any insurance relating to the Charged
Property maintained or effected by the Chargor (whether or not in pursuance of the
obligations of this Charge) are hereby charged to and shall be paid to the Bank (or
if not paid by the insurers directly to the Bank held on trust for the Bank) and
shall at the option of the Bank be applied in replacing, restoring or reinstating the
Charged Property or assets destroyed, damaged or lost (any deficiency being made
good by the Chargor) or in the reduction of the Secured Obligations.
6.6 No Further Encumbrance
Save for this Charge, the Chargor will not during the subsistence of this security,
without the prior consent in writing of the Bank create or attempt to create or permit
to subsist any mortgage or charge upon or permit any lien or other encumbrance to
arise on or affect any part of the Charged Property.
6.7 Not to Affect Value of the Charged Property
During the subsistence of this security, the Chargor will not do or cause or permit to
be done anything which may in any way depreciate, jeopardize or otherwise prejudice
the value to the Bank of the security hereby created nor permit any person (other than
the Bank) to become entitled to any proprietary right or interest which might affect
the value of the Charged Property or any part thereof.
6.8 Not to Sell or Transfer or surrender
a) During the subsistence of this security, the Chargor will not, without the prior
consent in writing of the Bank, part with the possession of, transfer, sell, assign,
lease or give a license to utilize or otherwise dispose of any interest in the Charged
Property or any part thereof or attempt or agree so to do. If the Chargor is a
company, the issue of shares in the Chargor other than to a holder of shares in the
Chargor at the date hereof or the transfer of a beneficial interest in any part of the
issued share capital of the Chargor shall constitute a sale for the purpose of this
sub-clause and shall require consent as aforesaid.
b) If the Charged Property is leasehold not surrender or agree to surrender the
Charged Property or any part thereof to any reversioner nor merge nor agree to
merge the Charged Property or any part thereof in any reversion.
6.9 No Overriding Interest
No person (other than the Chargor) shall during the subsistence of this security and
without the prior consent in writing of the Bank be registered as the proprietor of the
Charged Property or any part thereof or any interest therein nor, without such consent
first having been obtained, nor shall the Chargor create or permit to arise or subsist
any overriding interest in relation to the Charged Property.
6.10 Not to apply for advances
The Chargor will not during the subsistence of this security apply for nor incur any
indebtedness for borrowed or financed money the security for which under or by
virtue of any law for the time being in force in Kenya or otherwise howsoever would

15
 or might rank in priority to or paripassu with the security created under this Charge.
6.11 Agricultural Property
If the Charged Property is classified as agricultural land, the Chargor will during the
subsistence of this security observe the rules (if any) made pursuant to sections 21, 22
and 23 of the Agriculture and Food Authority Act, Cap. 317 (Agriculture Act).
Whether the land is classified as agricultural or not, the Chargor will
observe the rules and orders (if any) made pursuant to the
Agriculture Act in so far as they affect or are binding upon the Charged Property.
The Chargor will farm the Charged Property in a good and husband like manner and
in particular (but without prejudice to the generality of the foregoing) will keep in a
good state of cultivation and condition and clean and free from weeds all portions
thereof which are now or may hereafter be put under cultivation and all crops from
time to time thereon and will permit the Bank or the agent of the Bank at all
reasonable times to enter upon the Charged Property and examine the state of
cultivation and condition thereof and if any land which is now or shall at any time
during subsistence of this security have been under cultivation or the said crops or
any part thereof shall not be found in a proper state of cultivation and condition and
notice in writing of any such defects or matters shall be given to the Chargor will if
and so far as the case will admit make good the same in a proper manner and to
satisfaction of the Bank within the space of Three (3) calendar months next after
every such notice shall have been so given.

6.12 Leasehold Property

During the subsistence of this security:
a) (if the Charged Property consists of a leasehold interest) the Chargor will not
(without the prior consent in writing of the Bank) vary, surrender, cancel, assign,
charge or otherwise dispose of or permit to be forfeited any lease of the Charged
Property or any part thereof or agree to do so whether such lease be the lease under
which the Chargor holds the said property or superior thereto or derived out of the
Chargor’s interest therein;
b) without prejudice to the generality of sub-clause 6.12 (a) (if the Charged Property
consists of a leasehold interest) the Chargor will pay the rents reserved by and
generally perform and observe all the covenants stipulations conditions and
restrictions imposed on the Chargor under the lease under which the Chargor holds
the Charged Property and use its best endeavours to procure the observance and
performance by the landlord under the said lease of the terms, covenants,
stipulations and conditions on the part of the landlord and provide to the Bank
such evidence as the Bank may reasonably require to prove the compliance by the
Chargor with this covenant;
c) if the leasehold term granted to the Chargor is for any reason extended the Chargor
shall forthwith at the request of the Bank and cost of the Chargor deliver to the
Bank a replacement charge over the new or extended leasehold term containing
such terms as the Bank may require; and
d) Not lease agree to lease accept surrenders of lease charge or part with the
possession of the Charged Property or any part thereof or any estate or interest in
the Charged Property or enter into onerous or restrictive obligations affecting any
16
 part of the Charged Property without the prior written consent of the Bank, AND
SHALL upon the execution of any lease procure from the lessee a counterpart of
such lease duly executed by the lessee AND SHALL forthwith have the same duly
registered AND SHALL deliver the same to the Bank within one month from the
registration thereof.
6.13 Appoint the Bank as Sole Banker
The Chargor will during the subsistence of this security appoint and employ the Bank
as the sole Banker of the Chargor and pay all sums received by the Chargor in the
course of its businesses or in respect of subscriptions or call upon the Chargor’s
shares or otherwise howsoever to the Bank for the credit of the Chargor into such
account or accounts opened or to be opened in the name of the Chargor as the Bank
may from time to time direct and make all payments by cheques, drafts, promissory
notes or bills of exchange drawn on the Bank and all costs and expenses incurred by
the Bank in acting as such Banker of the Chargor as aforesaid shall be debited to the
Chargor as the case may be and constitute a first charge upon the Charged Property.
6.14 Keep Proper Books of Accounts
If the Chargor is running or operating a business, the Chargor shall during the
subsistence of this security keep proper books of accounts and therein make true and
perfect entries of all dealings of and transactions of and in relation to any businesses
of the Chargor and keep the said books of accounts and all other documents relating
to the affairs of the Chargor at such place or places where the said books of accounts
and documents of a similar nature have heretofore been kept and procure that the
same shall at all reasonable times be open for the inspection of the Bank and such
person or persons as the Bank shall appoint from time to time in writing for that
purpose.
6.15 Furnish Bank with Accounts
During the subsistence of this security if the Chargor is running or operating a
business, the Chargor shall furnish to the Bank annually or more often if required a
balance sheet, profit and loss account and trading accounts showing the then position
of the Chargor’s affairs at a date not more than three months from the date such
accounts were certified by the Auditors for the time being of the Chargor previously
approved by the Bank and also from time to time give to the Bank or to such persons
as the Bank may from time to time appoint such information as it, he or they shall
require as to all matters relating to the business or any existing or after acquired
property or assets of the Chargor or otherwise relating to the affairs thereof.
6.16 Comply with the Companies Act etc.
If the Chargor is a limited liability company the Chargor shall during the subsistence
of this security comply with and observe all the provisions of the Companies Act
Cap. 486 (the “Companies Act”) and deposit with the Bank complete and true copies
of the Chargor’s Memorandum and Articles of Association in force at the date hereof,
lists of directors, shareholders, secretaries, auditors and any other such information
and/or documents as the Bank may require from time to time and not without the
written consent of the Bank first had and obtained to increase, reduce or restructure
the authorised or the issued capital of the Chargor or vary or modify the rights
attaching to any of the shares of the Chargor or alter, amend vary or modify the
Chargor's Memorandum or Articles of Association in force at the date hereof.

17
6.17 Comply with Notices
During the subsistence of this security, the Chargor shall comply with all provisions
of the law binding on the Chargor and in particular without limiting the generality of
the foregoing, the Chargor shall on receipt of any notice, order or other similar
demand affecting or likely to affect the Charged Property or any part thereof or any
interest therein immediately notify the Bank in writing of such receipt and send the
same or a copy thereof to the Bank and shall on demand by the Bank supply to the
Bank (at the cost of the Chargor) all information relating to the matters mentioned in
such notice, order or other similar demand and shall take (at the expense of the
Chargor) such action in respect thereof as the Bank shall or may require.
6.18 Illegal or Immoral Activities
During the subsistence of this security the Chargor shall procure that all occupiers
and managers of the Charged Property shall not carry on any illegal or immoral
activities on the Charged Property and, without prejudice to the generality of the
foregoing, shall not commit any offence thereon under the provisions of the Narcotic
Drugs and Psychotropic Substances (Control) Act, Cap. 245.

6.19 Environmental Matters

The Chargor shall during the subsistence of this security comply with and shall not
commit any offences under the provisions of the Environmental Management and
Coordination Act, Cap. 387 (“EMCA”) and the Chargor shall procure that all
occupiers and owners (as defined in the EMCA) of the Charged Property shall
comply with and shall not commit any offence under the provisions of the EMCA.
6.20 Road Making and Paving
The Chargor shall during the subsistence of this security punctually pay in full all
charges in connection with road making and paving which may become chargeable
on the Charged Property during the continuance of this security.
6.21 Comply with Laws
During the subsistence of this security the Chargor shall comply with all the
requirements of the Law that relate to or affect the Charged Property. The Chargor
shall ensure that the Bank’s rights or interests under this security are not
compromised due to failure on its part to fulfill such statutory requirements. If the
Chargor is a Company, it will ensure that it files its annual returns in compliance with
Companies Act, Cap. 486 and that it furnishes copies of the filed annual returns to the
Bank, within seven (7) days of such filing.
6.22 Conversion of Titles
6.22.1 If the Charged Property is listed in any notice published in the Kenya Gazette
(“Conversion Gazette Notice”) on conversion of land reference numbers to
new parcel numbers, the Chargor undertakes to the Bank that it shall
promptly and within any time frame as may be stipulated under the
Conversion Gazette Notice or otherwise by law:
(a) notify the Bank in writing of such Conversion Gazette Notice;
(b) take all measures required under the Conversion Gazette Notice to ensure that
the land title documents are converted or replaced (as the case may be);

18
 (c) execute all documents required to complete the conversion process and
safeguard the security created by this Charge including a discharge of charge,
surrender and replacement charge; and
6.22.2 The Chargor shall promptly indemnify and hold the Bank harmless against all
losses, actions, claims, expenses, demands and liabilities, suffered or incurred
by the Bank by reason of the conversion and/or replacement of the land title
documents and closure of the old land register pursuant to the conversion
process described in clause 6.22.1 above.

6.23 Comply with Terms of the Letter of Offer etc.

During the subsistence of this security the Chargor shall comply with and observe at
all times the terms and provisions contained in the Letter of Offer or any letter of
commitment or other agreement on the basis of which the Bank has afforded any
facility hereby secured provided that in the event that there is any conflict between
covenants, agreements, conditions, restrictions, stipulations and provisions in this
Charge contained and those obtained in the Letter of Offer or any other document or
letter, the covenants, agreements, conditions, restrictions, stipulations and provisions
contained herein shall prevail.
6.24 Pay all Charges and Expenses
The Chargor will during the subsistence of this security pay (on a full and unqualified
indemnity basis) to the Bank on demand any and all costs, charges, taxes, liabilities,
damages and expenses incurred or suffered by the Bank in relation or incidental to the
negotiation preparation, completion, protection, preservation, realisation and
enforcement of this security together with the default damages thereon at the Default
Damages Rate with effect from (and including) the date incurred or suffered to the
date of payment in full. All such costs, charges, taxes, liabilities, default damages
expenses and the profit shall be deemed for all purposes hereof to form part of the
Secured Obligations and shall include all costs, charges, claims, damages and other
monies paid suffered or incurred by the Bank:
a) in any action, proceeding or claim brought by or against the Bank for the
enforcement, protection, preservation or improvement of the security hereby
created; or
b) in any action proceeding claim or demand against or for the recovery of the
Charged Property or any part thereof or any compromise, purchase or getting-in
thereof (which the Bank shall have full power to effect without the concurrence of
the Chargor); or
c) in connection with the negotiation and completion of any further charge, deed of
variation or other instrument or document supplemental to or collateral with this
Charge or otherwise relating to the Charged Property (whether or not completed)
and any correspondence and attendances relating thereto; or
d) in connection with the proposed lease, surrender, assurance or other transaction
concerning the Charged Property for which the Chargor may need the consent of
the Bank (whether such consent be given or withheld) including legal costs
incurred in perusing and (if necessary) copying any document (whether engrossed
or in draft form) required for carrying out any such proposed transaction and any

19
 correspondence and attendances relating thereto; or
e) in effecting any registration which the Bank may deem necessary or expedient for
the proper protection of its security; or
f) in paying the advocates, architects, surveyors, auctioneers, valuers or other
professional or technical advisers of the Bank in respect of their costs, fees and
disbursements for attendances made, advice given, correspondence written or
other work done by such persons or any of them in connection with any of the
matters referred to in the preceding paragraphs of this sub-clause 6.23 or the
happening of any one or more of the events specified in clause 7.1 below and that
the legal costs and disbursements paid or incurred by the Bank under this Charge
shall as against the Chargor be deemed to include every sum which would be
allowed to the advocates of the Bank in a taxation as between advocate and own
client to the intent that the Chargor shall afford to the Bank a complete entitlement
and unqualified indemnity in respect thereof.
7 Events of Default
7.1 The Chargor agrees and declareds that if any of the following events shall occur and be
continuing or if any of the following events may occur with the passage of time, giving of
notice or the making of a determination the same shall be taken to be events of default
and the relevant provisions of this Charge shall be triggered thereby:
7.1.1 the Chargor fails to pay on the due date any money or to discharge any
obligation or liability payable by the Chargor to the Bank or fails to comply
with any term, condition, covenant or provision of this Charge or to perform
any obligation or liability of the Chargor to the Bank under this Charge or if
any representation, warranty or undertaking from time to time made to the
Bank by the Chargor is or becomes incorrect or misleading; or
7.1.2 the Chargor defaults under any banking agreement, facility letter, any loan
agreement or other agreement or obligation relating to to the borrowing
(which expression includes all liabilities in respect of any type of credit and
accepting, endorsing or discounting any notes or bills and all unpaid rental
and other liabilities present and future under hire-purchase, credit sale,
conditional sale, leasing (whether finance or operating) and similar
agreements or under any guarantee (which expression includes all contingent
liabilities undertaken in respect of the obligations or liabilities of any third
party including all guarantees, indemnities or bonds whether constituting
primary or secondary obligations or liabilities)) or if any facility becomes or
is capable of being declared payable prior to its stated maturity or is not paid
when due or if any charge, mortgage or other security now existing or
hereafter created by the Chargor becomes enforceable; or
7.1.3 where the Chargor is an individual, if the Chargor commits any act of
bankruptcy, dies or becomes of unsound mind or if a petition is presented for
the bankruptcy of the Chargor; or
7.1.4 where the Chargor is a corporate entity, if a petition is presented or an order
is made or a resolution is passed for the dissolution of the Chargor or if the
Chargor is declared insolvent or is liquidated pursuant to the provisions of the
Insolvency Act, Cap. 53 (“Insolvency Act”);

20
7.1.5 an encumbrancer or other creditor of the Chargor (including any Secured
Creditor (as such term is defined in the MPSR Act) takes possession or
exercises or attempts to exercise any power of sale or a receiver is appointed
of the whole or any part of the property assets or revenues of the Chargor; or
7.1.6 in the case of a natural person, if the Charged Property constitutes or is
adjudged to constitute matrimonial property and the Chargor does not
disclose that fact to the Bank or if the Chargor does not procure his/her
spouse to grant the consent required for creation of this Charge by the spouse
or provides incorrect, insufficient or misleading information to the Bank on
his/her marital status or dependency.
7.1.7 any judgement or order made against the Chargor is not complied with within
seven (7) days or if any execution, distress, sequestration or other process is
levied or enforced upon or against any part of the property assets or revenue
of the Chargor; or
7.1.8 the Chargor stops payment or commits an act of Bankruptcy or insolvency
pursuant to the provisions of the Insolvency Act or is unable to pay its debts
as and when they fall due or if a notice is issued convening a meeting of the
creditors of the Chargor or if the Chargor proposes or enters into any
composition or arrangement with his/her/its creditors generally or any class
of his/her/its creditors; or
7.1.9 the Chargor, without the prior consent in writing of the Bank, ceases or
threatens to cease to carry on the business carried on by the Chargor on the
date hereof or effects any material changes in the nature or mode of conduct
of its trading in any material respect; or
7.1.10 any material part of the property, assets or revenues of the Chargor is sold or
disposed of (otherwise than in the normal course of trading) or threatened to
be sold or disposed of whether in a single transaction or a number of
transactions or is nationalized compulsorily acquired seized or appropriated;
or
7.1.11 any guarantee, indemnity or other security for the Secured Obligations (or
any part thereof) fails or ceases in any respect to have full force and effect or
to be continuing or is terminated or disputed or becomes in jeopardy, invalid
or unenforceable; or
7.1.12 any license, authorization, consent or registration at any time necessary or
desirable to enable the Chargor to comply with its obligations to the Bank
hereunder or to carry on its business(es) in the normal course shall be
revoked, withheld or materially modified or shall fail to be granted or
perfected or shall cease to remain in full force and effect; or
7.1.13 if the Chargor, without the prior written consent of the Bank, creates,
attempts to create or permits to arise any charge, lien or other encumbrance
over any part of the Charged Property;

7.1.14 if any cheques or other negotiable instruments of the Chargor are

dishonoured by the Bank or other institution for lack of funds whether the
Chargor are charged in a court of law or not;
21
 7.1.15 if the Chargor breaches any representation, warranty or undertaking from
time to time made to the Bank or if such warranty or representation is or
becomes incorrect or misleading;

7.1.16 if the Bank receives notice or there is an attempt by the Government, the head
lessor or any other competent or interested person to challenge, terminate,
impair, suspend or forfeit the Chargor’s title and/or interest to the Charged
Property or the title and/or interest of the Chargor to the Charged Property
shall for any reason be challenged, terminated, impaired, suspended or
forfeited;

7.1.17 if the Chargor is participating or is deemed to be participating in illegal

activities including money laundering, cheque kiting or corrupt activities or is
charged or convicted of such activities by any court of competent
jurisdiction;
7.1.18 any breach occurs of the terms and conditions (if any) endorsed on or referred
to in the document of title in respect of the Charged Property; or
7.1.19 it becomes unlawful or impossible for the Bank to make or maintain or fund
the Secured Obligations or any part thereof: or
7.1.20 if a management order is made pursuant to the Agriculture Act in respect of
all or any part of the Charged Property or an order is made under the
Agriculture Act any enactment to compulsorily acquire all or any part of the
Charged Property; or
7.1.21 any of the foregoing events occur without the prior consent in writing of the
Bank in relation to any third party who now or hereafter has guaranteed or
provided security for or given an indemnity in respect of the Secured
Obligations (or any part thereof); or
7.1.22 any other event which in the opinion of the Bank (as determined by it in its
absolute discretion) materially adversely affects the ability of the Chargor to
fully discharge its obligations to the Bank in accordance with the Bank’s
express requirements from time to time.
7.2 Without prejudice to the obligations of the Chargor to make payment on the
date and in the manner stipulated in clause 2 or the right of the Bank to demand payment
in the manner stipulated in clause 2.3, the Chargor agrees and declares that upon the
happening of any of the events referred to in clause 7.1 above,the Secured Obligations
shall immediately become due and payable and it is further agreed and declared that the
Chargor shall provide cash cover on demand for all contingent liabilities of the Chargor to
the Bank and for all notes or bills accepted, endorsed or discounted and all bonds,
guarantees indemnities, documentary or other credits or any instrument whatsoever from
time to time entered into by the Bank for or with the agreement of or at the request of the
Chargor.
8 Bank’s Rights/Remedies and Consequences of Default

22
8.1 At any time after the occurrence of any of the events specified in Clause 7, the Bank
may serve a notice on the Chargor in accordance with Section 90 of the Land Act
demanding payment of the monies secured by this Charge and if the Chargor does not
comply with the notice served under Section 90 of the Land Act the Bank may:-
8.1.1 sue the Chargor for any monies due and owing under this Charge;
8.1.2 appoint a receiver of the income of the Charged Property;
8.1.3 lease or sub-lease the Charged Property;
8.1.4 enter into possession of the Charged Property; or
8.1.5 sell the Charged Property;
8.1.6 all such remedies to be exercised in accordance with the Land Act.
8.2. Before exercising the power to sell the Charged Property, the Bank shall serve on the
Chargor a notice to sell in the prescribed form (with copy to such persons as are
prescribed by Section 96(3) of the Land Act) and shall not proceed to complete any
contract for the sale of the Charged Property until at least forty (40) days have
elapsed from the date of the service of such notice.
8.3 In exercising its statutory power of sale of the Charged Property, the Bank and/or the
receiver shall comply with the following terms and conditions:-
8.3.1 the Bank and/or receiver shall owe a duty of care to the Chargor, any
guarantor of the whole or any part of the sums advanced to the Chargor, any
chargee under a subsequent charge or under a lien to obtain the best price
reasonably obtainable at the time of sale; and

8.3.2 the Bank and/or the receiver shall appoint a Valuer to carry out a forced sale
valuation of the Charged Property.

8.4 The sale by the Bank and/or the receiver of the Charged Property may be:
8.4.1 of the whole or part of the Charged Property;
8.4.2 subject to or free of any charge or other encumbrance having priority to this
Charge;
8.4.3 by way of subdivision or otherwise;
8.4.4 by private contract at market value;
8.4.5 by public auction with a reserve price;
8.4.6 for a purchase price payable in one sum or by instalments; or
8.4.7 subject to any other conditions that the Bank shall think fit having due regard
to the duty imposed on the Bank pursuant to Section 97(1) of the Land Act;

8.5 The purchase money shall be applied in accordance with the order of priority set out
in Section 101 of the Land Act, namely:

23
 8.5.1 first, in payment of any rates, rents, taxes, charges or other sums owing and
required to be paid on the Charged Property;
8.5.2 second, in discharge of any prior charge or other encumbrance subject
to which the sale was made;
8.5.3 third, in payment of all costs and reasonable expenses properly incurred and
incidental to the sale or any attempted sale;
8.5.4 fourth, in discharge of the Maximum Transaction Value, the profit, default
damages and other charges, including any money advanced to a receiver in
respect of the Charged Property;
8.5.5 fifth, in payment of any subsequent charges in order of their priority, and the
residue, if any, of the money so received shall be paid to the person who,
immediately before the sale, was entitled to discharge the charge; and
8.6 The sale shall be carried out in accordance with the provisions of the Land Act, 2012
and the Land Registration Act, 2012.
8.7 The parties hereby agree that as regards the Attachments:
8.7.1 the Bank may select the method, manner, time, place and other aspects of the
sale or other disposition, lease or licence as permitted under Section 72(2) of
the MPSR Act; and
8.7.2 the Customer hereby gives its express consent to the Bank to obtain possession
of the Attachments without an application to the Court and waives any
objections the Chargor may have to possession being taken.
9Rights of The Chargor
At any time before the Bank exercises its power of sale:
9.1 the Chargor or any other person entitled to discharge the charge may discharge the
charge in whole or in part by paying to the Bank all money secured by the Charge at
the time of payment; and
9.2 the Chargor may apply for relief in accordance with section 103 of the Land Act.

10Enforcement: Other Rights

10.1 At any time after the Bank shall have demanded payment of the Secured Obligations as
provided hereunder the Bank may without the giving of any notice or concurrence on
the part of the Chargor enter into and upon the Charged Property and execute or cause
to be executed any repairs, alterations and additions or other works thereto or thereon
and for the purposes aforesaid the Bank shall be at liberty to employ contractors,
workmen, builders and others and purchase all necessary material as the Bank may in
its absolute discretion deem fit but so that the Bank in acting under the powers given by
this sub-clause 10.1 shall not be deemed to be a chargee in possession or become liable
as such as the case may apply under the Sharia financing documents.

10.2 The statutory power to appoint a receiver may be exercised by the Bank at any time
24
 after payment of the Secured Obligations has been demanded and the Chargor is in
default in paying the same whether or not the statutory power of sale has arisen and
the Bank may appoint in writing any person (or persons) (whether an officer of the
Bank or not) to be a receiver or receivers of all or any part of the Charged Property
and upon such appointment;

10.3 The Bank may from time to time determine the remuneration of the receiver subject
to the maximum amount prescribed by law and may remove the receiver and appoint
another in his place; and

10.4 The receiver shall (so far as the law permits) be the agent of the Chargor (who shall
alone be liable for the receiver’s acts defaults omissions and remuneration) and the
receiver shall be entitled to exercise all applicable statutory powers.

10.5 If:

a) at the time of entry into possession or receipt of the rents and profits of the Charged
Property by the Bank or by any receiver appointed by the Bank the Charged Property or
any part thereof shall be let furnished under a tenancy which is or becomes binding on
the Bank then and in any and every such case the Bank or such receiver shall be entitled
to receive and apply the whole of the rent reserved by such tenancy as if it were rent of
the Charged Property and neither the Bank nor any such receiver shall be required or
bound to make any apportionment of such rent in respect of any furniture or chattels of
the Chargor provided under the terms of such tenancy and maintained at the Charged
Property; and

b) upon entry by the Bank into possession of the Charged Property or any part thereof such
property shall contain any furniture or chattels of the Chargor which the Chargor shall
refuse or fail to remove within twenty-eight (28) days of the Chargor being required in
writing by the Bank so to do then and in any and every such case the Bank shall
thereupon be deemed appointed as the agent of the Chargor (without assuming any of the
duties or obligations of an agent as provided by law) with full authority at the Chargor’s
expense to remove store preserve sell and otherwise dispose of such furniture and
chattels in such manner in all respects as the Bank shall think fit and to apply the
proceeds of any sale or disposal in or towards the satisfaction and discharge of the
Secured Obligations provided that the Bank shall not sell such furniture or chattels
pursuant to the powers conferred on the Bank hereunder until after the expiration of the
twenty-eight (28) days period referred to above.

10.6 The provisions of clause 10.5 shall not operate to confer on the Bank any right in equity
to any of the furniture or movable assets of the Chargor and shall accordingly not be
construed to create any charge or other security interest thereon so as to constitute this
Charge an instrument under the Movable Property Security Rights Act, Cap. 499A.

10.7 Without prejudice to the foregoing, if the Chargor is in possession of the Charged
Property the Bank shall be entitled to recover possession of the Charged Property upon a
bid being accepted at any auction sale whether or not the bid so accepted is made by the
Bank or upon the execution and completion of any private contract to sell the Charged
25
 Property.

10.8 The Bank may from time to time make such payments as it may consider expedient to
any person whether a receiver or a subsequent Bank or any person acting on the
instructions of the Bank in connection with the maintenance, repair, alteration or
improvement of the Charged Property or for outgoings in relation thereto or for any costs
or expenses incurred by the Bank in connection with the enforcement, protection or
improvement of the security hereby created or intended to be created and all monies so
paid shall be deemed to be and form part of the Secured Obligations and shall bear a
default damages at the Default Damages Rate from the date of the same being paid by
the Bank and shall be repayable together with such default damages by the Chargor on
demand.

10.9 The Bank may at any time after entering into possession of all or part of the Charged
Property under the powers herein contained relinquish such possession on giving notice
to the Chargor.

10.10 The Chargor irrevocably covenants and agrees that upon first written demand made by
the Bank on the Chargor at any time after the security herein created has become
enforceable the Chargor shall forthwith quit and vacate and shall procure that all other
occupiers of the Charged Property shall forthwith quit and vacate the Charged Property.

10.11 Unless otherwise provided by law, neither the Bank nor any receiver shall be liable to
account as chargee in possession in respect of any part of the Charged Property or for
anything except actual receipts or be liable for any loss upon realisation or for any
default or omission for which a chargee in possession might be liable.

11Extension and Variation of the Land Act, Cap. 280

11.1 The Chargor shall not sell, transfer, lease, agree to lease, accept surrenders of leases,
charge or part with the possession of any part of the Charged Property or any estate or
interest thereof without the prior written consent of the Bank.

11.2 If the Chargor shall wish or seek to redeem the Charged Property under the provisions
of Section 85 (3) of the Land Act, Cap. 280 the Chargor shall pay to the Bank, in
addition to the sums payable under that section, all monies secured by this Charge.
11.3 The powers of leasing conferred on the Bank by Section 93 of the Land Act, Cap. 280
shall include power to grant leases not exceeding fifteen (15) years or the length of
this security whichever is shorter.
11.4 This Charge being a continuing security, the Bank may make further advances and
give credit to the Chargor on a current or continuing account and such further
advances shall, in accordance with section 82 of the Land Act, Cap. 280 rank in
priority to any subsequent charge of the Premises.
12 Continuing Security and Consolidation
10.1 This security shall be a continuing security for the payment of the Secured Obligations
or so much thereof as may from time to time be outstanding notwithstanding the death,
bankruptcy, incapacity, dissolution, insolvency or liquidation of the Chargor or any

26
 settlement of account or other matter whatsoever and is in addition to and shall not
merge with or otherwise prejudice or affect any contractual or other right or remedy or
guarantee, lien, pledge, bill, note charge or other security (whether created by the
deposit of documents or otherwise) now or hereafter held by or available to the Bank
and shall not in any way be prejudiced or affected thereby or by the invalidity thereof
or by the Bank now or hereafter dealing with exchanging releasing varying or
abstaining from perfecting or enforcing any of the same or any rights which the Bank
may now or hereafter have or giving time for payment or indulgence or compounding
with any other person liable.

10.2 It is hereby acknowledged and agreed by the Chargor that there shall be no restriction
on the right of the Bank of consolidating any mortgage or charge securities and the
Bank hereby reserves the right to consolidate all mortgages and charges which the
Bank may from time to time hold from the Chargor on any account whatsoever and it is
hereby declared that neither the Charged Property nor any other property of the
Chargor which at any time during the continuance of this security is subject to a
mortgage or a charge in favour of or vested in the Bank shall be redeemed except on
payment not only of the monies hereby or thereby secured but also of all monies
secured by every such mortgage or charge (including this Charge).That the Bank shall
be at liberty without thereby affecting its rights hereunder at any time:-
10.2.1 to combine, consolidate, split, determine or vary any credit to or accounts of the
Chargor and the mode of repayment thereof where applicable under the Sharia
financing documents;
10.2.2 to vary exchange or release any other securities held by the Bank for or on
account of the Secured Obligations hereby secured or any part thereof; and
10.2.3 at any time and without notice or demand to the Chargor and notwithstanding
any settlement of account or other matter whatsoever combine or consolidate
all or any of the Chargor’s accounts with the Bank and set off or transfer any
sum or sums standing to the credit of any one or more of such accounts in or
towards satisfaction of any of the Chargor’s liabilities to the Bank on any
other account or in any other respect whether such liabilities be present,
future, actual or contingent, primary, collateral, joint or several and whether
such accounts and liabilities be current deposit, call or of any other nature
whatsoever whether subject to notice or not, whether in Kenya Shillings or in
any other currency or in one or more branches of the Bank in Kenya.
10.3 The Bank is hereby irrevocably authorised by the Chargor in the Chargor’s name and at
the Chargor’s expense to perform such acts and sign such documents as may be
required to give effect to any consolidation, set-off or transfer pursuant to the foregoing
sub-clauses of this clause 12.

10.4 It is further acknowledged and agreed by the Chargor and the Bank that this security
shall not be affected by any payment in or out of the banking facility account or in the
nature of the banking facility and any ultimate unpaid balance of the banking facility,
whether the facility is from time to time reduced and thereafter increased or entirely
extinguished and thereafter incurred again.

10.5 If the Bank receives notice of any subsequent charge assignment or other disposition
27
 affecting any part of the Charged Property the Bank may open new accounts for the
Chargor but if it does not do so the Bank shall nevertheless be treated as if it had done
so at the time when it received the notice and as from that time all payments made by
or on behalf of the Chargor to the Bank shall be credited or be treated as having been
credited to the new accounts and shall not operate to reduce the amount due from the
Chargor to the Bank at the time when it received the notice.

10.6 Pursuant to Section 82 (1) in the Land Act, Cap. 280 the Chargor hereby gives
irrevocable authority to the Bank, to utilize this Charge instrument as security to give
further financial accommodation by way of time credit, financial, banking or credit
facilities, overdraft, advances and other banking facilities to the Chargor and/or others
for whom the Chargor is a surety on a current or continuing Account.
11 Effect of Dealing Between the Chargor and/or the Customer and the Bank
6.1 No dealing between the Chargor and the Bank shall in any way:-
6.1.1 prejudice or affect the covenants liabilities and obligations of the Chargor or the rights
and remedies of the Bank; or
11.1.1 release or discharge any charge given by the Chargor;
11.2 As respects the Bank:-
11.2.1 the Chargor shall be liable on the covenants on the part of the Chargor herein
contained as principal;
11.2.2 every charge created by this security shall be a principal and primary security
for the monies hereby secured;
11.3 For the purposes of this Clause a dealing shall include:-
11.3.1 the giving of time or indulgence by the Bank;
11.3.2 the neglect or forbearance of the Bank in requiring or enforcing payment of
any monies hereby secured;
11.3.3 the release of any property subject to this Charge or of any property
mortgaged or charged to secure the Secured Obligations or of any covenant
liability or obligation hereunder or the release of any guarantor who has
guaranteed payment of the Secured Obligations;
11.3.4 any variation of any of the provisions of this Charge;
11.3.5 any arrangement or compromise between the Chargor and the Bank; and
11.3.6 Any act, omission, matter or thing whatsoever whereby the Chargor would or
might have been released from any covenant, liability or obligation hereunder
or any mortgage or charge given by the Chargor.
11.4 PROVIDED ALWAYS THAT the Bank shall be at liberty without thereby affecting its
rights hereunder at any time:-

11.4.1 to determine or vary any credit to the Chargor and the Chargor hereby
undertakes that the Chargor shall at any time if and when required by the
Bank execute such further legal or other charges or assignments in favor of
the Bank as the Bank shall from time to time require over all or any of the
28
 Charged Property and all rights and remedies relating thereto both present
and future (including any vendor’s lien) to secure all moneys obligations and
liabilities hereby covenanted to be paid or otherwise hereby secured such
further charges or assignments to be prepared by or on behalf of the Bank at
the cost of the Chargor and to contain an immediate power of sale without
notice and such other clauses for the benefit of the Bank as the Bank may
reasonably require; and

11.4.2 to vary exchange or release any other securities held or to be held by the
Bank for or on account of the Secured Obligations hereby secured or any part
thereof.

12 Currency Conversion
It is hereby agreed by the Chargor that:
12.1 all amounts due and owing by the Chargor to the Bank and secured by this security shall
be paid to the Bank in the currency in which the principal amounts are outstanding and
the profit on such amounts shall also be paid in the currency in which the principal
amounts are outstanding in freely transferable and convertible funds;
12.2 all monies received or held by the Bank or by a receiver under this Charge may from
time to time after demand has been made by the Bank be converted into such other
currency as the Bank considers necessary or desirable to cover the Secured Obligations
in that other currency and such conversion shall be made in accordance with the Bank’s
usual practice of converting the existing currency into the other currency;
12.3 if and to the extent that the Chargor fails to pay any amount due hereunder on demand,
the Bank may in its absolute discretion without notice to the Chargor purchase at any
time thereafter so much of any currency as the Bank considers necessary or desirable to
cover the Secured Obligations in such currency hereby secured and such purchase will be
in accordance with the Bank’s usual practice of purchasing such other currency with the
existing currency and the Chargor hereby agrees to indemnify the Bank against the full
cost incurred by the Bank in respect of any such purchase;
12.4 no payment to the Bank (whether under any judgement or court order or otherwise) shall
discharge the obligation or liability of the Chargor in respect of which it was made unless
and until the Bank shall have received payment in full in the currency in which such
obligation or liability was incurred and to the extent that the amount of any such payment
shall on actual conversion into such currency fall short of such obligation or liability
actual or contingent expressed in that currency the Bank shall have a further separate
cause of action against the Chargor and shall be entitled to enforce this Charge to recover
the amount of the shortfall;
12.5 the Bank shall in its sole and absolute discretion be entitled upon giving prior written
notice to the Chargor at any time to convert any facility made available in a currency
other than Kenya Shillings (the “Other Currency”) into a Kenya Shilling facility. If the
Bank shall exercise the aforesaid right to convert the facility the Other Currency shall be
converted into Kenya Shillings at a rate of exchange determined by the Bank in
accordance with the usual practice adopted by the Bank in converting the Other Currency
into Kenya Shillings as at the date of conversion. Upon the conversion the provisions of
Clause 3 (the profit) shall apply mutatis mutandis in relation to the charging and payment
29
 of the profit by the Chargor in respect of the Kenya Shilling outstanding from time to
time and the Chargor shall be charged and shall pay the Profit accordingly; and
12.6 neither the Bank nor any receiver shall be liable to the Chargor for any loss resulting
from any fluctuation in exchange rates before or after the exercise of any or all of the
foregoing powers.
13 Changes in the Law
If any change in the applicable law or regulation or in the application or interpretation thereof
by any government authority charged with the administration thereof or if any official
requirement or request (not having the force of law) shall:
13.1 subject the Bank to any tax with respect to the facilities made available by the Bank to
the Chargor (other than a tax on the overall net income of the Bank);
13.2 change the basis of taxation to the Bank of any payment of principal, the profit or other
amount in respect of the facilities made available by the Bank to the Chargor;
13.3 impose, modify or deem applicable any reserve or deposit requirements against any
assets of or deposits with or for the account of or banking facility by the Bank; or
13.4 impose on the Bank any other condition with respect to the facilities made available by
the Bank to the Chargor
and the result of any of the foregoing is to increase the cost to the Bank of making or
maintaining the facilities made available by the Bank to the Chargor or to reduce the amount
of any payment receivable by the Bank in either case by an amount which the Bank deems
material then and in any such case upon notification from the Bank the Chargor shall pay to
the Bank on demand such amount as will compensate the Bank from such increased cost or
such reduced receipts calculated from the date of notification by the Bank.

14 Representations and Warranties

14.1 The Chargor represents and warrants to the Bank that:
14.1.1 it has the necessary (corporate) power and authority to obtain the sums herein
described on the terms and conditions set out herein and in any other
agreement, document or letter exchanged with the Bank and to grant the
security set out in this Charge and to perform and observe its obligations
under this Charge and under any other securities created in favour of the
Bank;
14.1.2 it has full power and authority to own the Charged Property and all its other
property and assets and to carry on its business;
14.1.3 there is no law decree or similar enactment binding on it so far as it is aware
and in the case of a company, no provision in its Memorandum and Articles
of Association, corporate document, charge, indenture, trust deed, contract or
agreement binding on it or its directors or affecting its assets which would
conflict with or prevent it or its directors from entering into or performing
and observing the terms of any of the facilities made available to the Chargor
by the Bank under this Charge;
14.1.4 this Charge constitutes valid and legally binding obligations of the Chargor
enforceable in accordance with its terms;
30
 14.1.5 neither the making of this Charge nor the compliance with its terms will
conflict with or result in a breach of any of the terms conditions or provisions
of or constitute a default or require any consent under any indenture,
mortgage, charge, agreement or other instrument or arrangement to which the
Chargor is a party or by which the Chargor is bound or violate any of the
terms or provisions of any judgement, decree or order or any statute, rule or
regulation applicable to the Chargor or the businesses undertaken by the
Chargor;
14.1.6 the Chargor is duly and properly registered as the proprietor of the Charged
Property;
14.1.7 there are no overriding interests noted on any title to the Charged Property or
otherwise affecting the Charged Property;
14.1.8 there is no outstanding encumbrance on the Charged Property (or any part
thereof) and (save in the case of this Charge) no contracts or arrangements
conditional or unconditional exist for the creation by the Chargor of any
encumbrance on or over the Charged Property (or any part thereof);
14.1.9 the Chargor is not engaged in nor to the best of the Chargor’s knowledge
threatened by any litigation, arbitration or administrative proceedings the
outcome of which might materially affect the Chargor’s business prospects or
financial condition or make it improbable that the Chargor will be able to
observe or perform the Chargor’s obligations under this Charge;
14.1.10 if the Chargor is a natural person, the Chargor has disclosed his/her marital
status to the Bank and whether or not the Premises are the matrimonial
home/property of the Chargor;
14.1.11 the Chargor is not in violation of any statute or regulation of any competent
authority in Kenya and no judgement or order has been issued which has or
is likely to have any material adverse effect on the Chargor’s business
prospects or financial condition or make it improbable that the Chargor will
be able to observe or perform the Chargor’s obligations under this Charge;
and
14.1.12 no event or circumstance which constitutes or which with the giving of notice
lapse of time or the making of a determination would constitute an event of
default as set out in clause 7 has occurred and is continuing.

14.2 In so far as the Chargor wishes or is required for any reason to enter into transactions
which comply or are consistent with the principles of Shari’ah (Shari’ah compliant or
Shari’ah compliance), it has made its own investigations into and satisfied itself as to
the Shari’ah compliance of the financing agreement, Letter of Offer or other agreement
or obligation between the Chargor and the Bank and the transactions contemplated
thereunder and the Chargor will not claim any dispute on the grounds of Shari’ah
compliance of the financing agreement, facility letter or other agreement or obligation
between the Chargor and the Bank and the transactions contemplated thereunder and
this Charge; and
14.3 The Chargor confirms that it has not relied on the Bank or any written declaration,
31
 opinion or other documents prepared by, on behalf or at the request of the Bank for the
purposes of a determination or confirmation that the financing agreement, facility letter
or other agreement or obligation between the Chargor and the Bank and this Charge is
Shari’ah compliant.
14.4 The representations and warranties in clause 16 shall be deemed repeated by the
Chargor on and as of each day the Secured Obligations remain outstanding to the Bank.
15 Indemnity
The Chargor agrees to indemnify and keep indemnified, on demand, the Bank and every
receiver, attorney, agent or other person appointed by the Bank hereunder in respect of all
liabilities and expenses incurred directly or indirectly by any of them in execution or
purported execution of any of the powers authorities or discretions vested in any of them
hereunder 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 Property or powers
conferred by this Charge or occasioned by any breach of the Chargor of his/its obligations to
the Bank and the Bank, such receiver, attorney, agent or other person may retain and pay all
sums in respect of the same out of any monies received under the powers conferred by this
Charge.
16 Further Assurance
The Chargor shall at any time if and when required by the Bank execute such further legal or
other charges, mortgages or assignments in favour of the Bank as the Bank shall from time to
time require over the Charged Property and all rights and remedies relating thereto both
present and future (including any vendor’s lien) to secure the Secured Obligations or to
facilitate the realization of the Charged Property or other assets of the Chargor or the exercise
of the powers conferred on the Bank or a receiver appointed by the Bank such further charges,
mortgages or assignments to be prepared by or on behalf of the Bank at the cost of the
Chargor and to contain such clauses for the benefit of the Bank as the Bank may reasonably
require.
17 Power of Attorney
The Chargor hereby irrevocably appoints the Bank (and the persons deriving title under it)
and severally and separately any receiver appointed hereunder to be its attorney and in its
name and on its behalf and as the act and deed of the Chargor or otherwise to execute, seal
and deliver any documents which the Bank may require for perfecting the Bank’s title to or
for vesting the Charged Property in the Bank or the Bank’s nominees or in any purchaser and
otherwise generally to sign, seal, deliver and otherwise perfect any such legal or other charge,
assignment, or other document referred to in this Charge and to do all such deeds, documents,
acts and things as may be required for the full exercise of the powers hereby conferred
including any sale, lease or disposition or realisation or getting in of the Charged Property.
The Chargor hereby covenants with the Bank and separately with any such receiver to ratify
and confirm any deed, document, act and thing and all transactions which any such attorney
may lawfully execute or do and the Chargor irrevocably acknowledges and agrees that the
said power of attorney is (inter alia) given to the Bank and/or receiver to secure the
performance of those obligations owed to the Bank or any receiver by the Chargor.
18 Effect of Release or Discharge
Any settlement, release or discharge of this Charge between the Chargor and the Bank shall to
the extent permitted by law be conditional upon no security or payment to the Bank by the
32
 Chargor being avoided or reduced whether by virtue of any provisions or enactments relating
to insolvency for the time being in force or otherwise and the Bank shall be entitled to recover
the value or amount of such security or payment from the Chargor as if such settlement
release or discharge had not occurred.
19 Security not to be Affected by Change in Constitution of the Bank
This Charge shall remain in effect and be binding on the Chargor notwithstanding any change
in the constitution of the Bank or any amalgamation or merger that may be effected by the
Bank with any other person and notwithstanding the sale or transfer of all or any part of the
Bank’s undertaking and assets to another person whether the person with which the Bank
amalgamates or merges or the person to which the Bank transfers all or any part of its
undertaking and assets either on a reconstruction or sale or transfer as aforesaid shall or shall
not differ from the Bank in its objects character or constitution it being the intent of the
Chargor that the security herein created and the provisions herein contained shall remain valid
and effectual in all respects in favour of the Bank and that the benefit thereof and all rights
conferred upon the Bank thereby may be assigned to and enforced by any such person and
proceeded on in the same manner to all intents and purposes as if such person had been
named herein instead of or in addition to the Bank. The Bank shall be entitled to impart any
information concerning the Chargor to any such proposed assignee or other successor.
20 Notice of any subsequent encumbrance
If the Bank shall at any time receive notice of any subsequent encumbrance or other like
interest, matter, event or transaction affecting the Charged Property, the Bank may open a
new account or accounts for the Chargor in its books. If the Bank does not in fact open any
such new account then unless the Bank gives express written notice to the Chargor to the
contrary the Bank shall be treated as if it had in fact opened such account or accounts at the
time when it received such notice. As from that time all payments by or on behalf of the
Chargor to the Bank shall be credited or treated as having been credited to a new account of
the Chargor and not as having been applied in reduction of the Secured Obligations at the
time when the Bank received such notice. All monies received, recovered or released by the
Bank may in its discretion be credited to any suspense account held in such account for so
long as the Bank may think it fit pending application in or towards satisfaction of the Secured
Obligations.
21 Lien by the Bank
Until all the Secured Obligations shall have been paid or satisfied in full the Bank shall have a
lien on all property and assets of the Chargor from time to time in the Bank’s possession and
a charge over all the Chargor’s stocks, shares and marketable and other securities from time
to time registered in the name of the Bank or its nominees whether the same be held for safe
custody or otherwise.
22 Rights of Disclosure
Without prejudice to any other right or remedy of the Bank, the Bank shall have a full and
unfettered right to disclose information about the Chargor to any credit reference agency if
the Chargor does not make full repayment of the Secured Obligations within twenty eight
(28) days of the Bank making demand under this Charge and the Chargor hereby consents to
such disclosure.
23 Consent of the Bank

33
 Where the consent of the Bank is required under any of the provisions of this Charge, the
Bank shall be entitled to withhold its consent in relation to any such matters without assigning
any or any sufficient reason therefore and the Bank may give such consent upon and subject
to such terms and conditions as the Bank in its sole discretion shall think fit.
24 Advances to a Third Party
In cases where the Bank has at the request of the Chargor advanced monies to a third party (in
this clause called the "customer") this Charge shall where necessary be construed mutatis
mutandis but no such variations shall prejudice the rights and privileges of the Bank in so far
as its remedies against the Chargor are concerned and as a separate and independent
stipulation the Chargor hereby agrees that any monies which may not be recoverable herein
by reason of any legal limitation or disability or incapacity of the Chargor shall nevertheless
be recoverable herein and against the Charged Property as though such monies had been
advanced to the Chargor as the sole and principal debtor.
25 Rights to Debit Chargor’s Accounts
The Bank may, at any time and without notice or demand, debit any current or other account
of the Chargor with the payment of any sums which may become due to the Bank under the
provision of this Charge.
26 No Right to Further Advances
That upon demand being made by the Bank for payment of the Secured Obligations or upon
the Secured Obligations for any other reason becoming immediately payable, the Bank shall
be under no obligation to make any further advances or grant any further facility to the
Chargor.
27 Other Security
The security hereby given to the Bank shall be without prejudice and in addition to any other
security whether by way of pledge, legal or equitable mortgage or charge or otherwise
howsoever which the Bank may now or at any time hereafter hold on the property and assets
of the Chargor or any part thereof for or in respect of all or any part of the indebtedness of the
Chargor to the Bank howsoever arising or any profit thereon. The Chargor declares that
he/she/it has freely and willfully negotiated the terms of this security and that it is not
inconsistent with the Chargor’s right to discharge under Section 85(1) of the Land Act, Cap.
280 nor do they violate the Chargor’s rights in terms of Section 85 (2) (a), (b) and (c) of the
Land Act.
28 Application of Monies Received
Any money received by the Bank or any receiver in the exercise of any powers conferred or
implied by this Charge shall be applied in or towards the satisfaction of the money,
obligations and liabilities secured in such order as may be provided by this security and the
Bank shall be entitled to credit any money so received to a suspense account for so long and
in such manner as the Bank may determine from time to time subject to the provisions of
section 101 of the Land Act, Cap. 280.
29 Protection of Third Parties
No purchaser or other person dealing with the Bank or its delegate or any receiver appointed
hereunder shall be bound to see or inquire whether the right of the Bank or such receiver to
exercise any of its or his powers has arisen or has become exercisable or be concerned with
34
 any notice to the contrary or be concerned to see whether any such delegation by the Bank
shall have lapsed for any reason or been revoked, or concerned with any propriety or regular-
ity of any dealing by or with the Bank or such receiver or concerned as to the application of
any money or other asset paid, transferred to or at the direction of the Bank or such receiver.

30 General
32.1 Exercise of Rights
The Bank may choose when, where and how often to exercise each of its rights,
powers and remedies as provided by this Charge or by law. No failure or delay by the
Bank in exercising any such right or remedy shall impair the same or operate or be
construed as a waiver of the same nor shall any single, partial or defective exercise of
any such right, power or remedy preclude its further or future or other exercise or the
exercise of any other such right, power or remedy and the Chargor expressly agrees
and covenants with the Bank that the Chargor shall not plead limitation under the
Limitation of Actions Act (Chapter 22 of the Laws of Kenya) or any other similar
enactment.
32.2 Invalidity
Each of the provisions of this Charge is severable and distinct from the others and if
at any time one or more of such provisions is or become invalid, illegal or
unenforceable the validity legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby and the Chargor shall co-
operate with the Bank in substitution of new provisions in compliance with the
intention contained in this Charge.
32.3 Matters to be Noted in the Register
The Bank’s rights of tacking and consolidation under sections 82 and 83 of the Land
Act, Cap. 280 and the restrictions under section 87 of the Land Act and section 59 of
the Land Registration Act shall be noted against the above-mentioned title.
32.4 Informal Charge
Upon execution by the Chargor and pending the registration of this security, the Bank
is at liberty to treat this instrument as an informal Charge pursuant to Section 79 (6)
(a) of the Land Act, Cap. 280.
32.5 Notices
Any notice required or authorised by law or by this Charge shall be deemed to have
been properly served by the Bank on the Chargor if served on any of its Directors or
Company Secretary or delivered to the Chargor in Kenya at their registered Office or
sent by registered post to his/its last known postal address or left at the Charged
Property or sent by email transmission to its last known email address in and
according to the Bank’s records or where applicable published as an advertisement by
the Bank in a newspaper with national circulation. Any notice sent by email
transmission as aforesaid shall be deemed to have been delivered at the time and day
when the email is sent or, if published in a newspaper on the date the notice is
published in such newspaper. Any notice hand-delivered as aforesaid shall be
deemed to have been given upon delivery at the relevant address and any notice sent
by registered post shall be deemed to have been served on the addressee at 10.00 a.m.
35
 on the seventh succeeding business day following the day of posting notwithstanding
that it be undelivered or returned undelivered and, in proving service, it shall be
sufficient to prove that the notice or demand was properly addressed and posted.
Where a notice or demand is sent by electronic mail, it shall be sufficient to prove
that the notice or demand was sent to the Chargor’s electronic mail address.

32.6 Rights Cumulative

The rights powers and remedies provided in this Charge are cumulative and are not
nor are they to be construed as exclusive of any rights powers and remedies provided
by law.
32.7 Certificate by Officer of the Bank conclusive
Any notice or demand or certificate signed by an officer of the Bank as to the amount
of the Secured Obligations for the time being shall, save in the case of manifest error,
be binding and conclusive upon the Chargor and where applicable, shall be
conclusive evidence of the rights of the Bank to exercise the powers conferred or
implied by this Charge.
32.8 Assignment
The Bank shall have a full and unfettered right to assign the whole or any part of the
benefit of this Charge free from any equities and the assignees and other successors
whether immediate or derivative of the Bank who shall be entitled to enforce and
proceed upon this Charge in the same manner as if named herein. The Chargor shall
not be entitled to assign or transfer any of its rights and obligations under this Charge.
32.9 Possession
The Bank may at any time after entering into possession of any part of the Charged
Property under the powers conferred by this Charge relinquish such possession on
giving notice to the Chargor.
32.10 Application of Law of Contract Act
Each of the parties hereto hereby agree and confirm that it/he/she has executed this
Charge with the intention to bind itself to the contents hereof generally and also for
all the purposes of the Law of Contract Act (Chapter 23 of the laws of Kenya).
32.11 Changes in law
32.11.1 If any change in the applicable law or regulation or in the application or
interpretation thereof by any government authority charged with the
administration thereof or if any official requirement or request (not having
the force of law) shall:
32.11.1.1 subject the Bank to any tax with respect to the facilities made
available by the Bank to the Chargor (other than a tax on the overall
net income of the Bank);
32.11.1.2 change the basis of taxation to the Bank of any payment of
principal, profit or other amount in respect of the facilities made
available by the Bank to the Chargor;
32.11.1.3 impose, modify or deem applicable any reserve or deposit
requirements against any assets of or deposits with or for the account
36
 of or loans by the Bank; or
32.11.1.4 impose on the Bank any other condition with respect to the
facilities made available by the Bank to the Chargor

and the result of any of the foregoing is to increase the cost to the Bank of
making or maintaining the facilities made available by the Bank to the
Chargor or to reduce the amount of any payment receivable by the Bank in
either case by an amount which the Bank deems material then and in any
such case upon notification from the Bank the Chargor shall pay to the Bank
on demand such amount as will compensate the Bank from such increased
cost or such reduced receipts calculated from the date of notification by the
Bank.

32.12 Amendments
No alteration, amendment, variation or addition to this Charge shall be effective unless
made in writing and executed by the Bank.

32.13 Discharge
Upon the payment and satisfaction in full of the Secured Obligations the Bank will
(subject to clause 12.2) release and discharge to the Chargor or as the Chargor may
direct (but always at the cost of the Chargor) the Charged Property or any part of it as
has not been applied in or towards the payment and discharge of the Secured
Obligations.

32.14 No Representations
The Chargor acknowledges that no representations or promises contrary to the
provisions of this Charge have been made by the Bank or its agents to the Chargor or
are outstanding at the date of execution of this Charge.

32.15 Governing Law

This Charge shall be governed by and construed in accordance with the laws of the
Republic of Kenya. The Chargor hereby irrevocably submits to the non-exclusive
jurisdiction of the High Court of Kenya but this Charge may be enforced in any court of
competent jurisdiction.

32.16 Whole Agreement

This Charge together with the documents referred to herein contain the whole agreement
between the Bank and the the Chargor .

37
 THE SCHEDULE HEREINBEFORE REFERRED TO

[ALL THAT piece of land situated in [insert name of District as set out in the title] District of the
Republic of Kenya being Title Number [insert title number] containing by measurement [insert
hectares in words and numbers] hectares or thereabouts.]

[ALL THAT parcel of land situate in [insert name of municipality] Municipality in the [insert name of
county] County of the Republic of Kenya containing by measurement [insert hectares in words and
figures] and being Land Reference Number [insert land reference number in figures] being the
premises comprised in a [insert name of title document e.g. Certificate of Title] dated [insert date of
title document] and registered in the Land Titles Registry at Nairobi as Number [insert registration
number as set out in title document] and which said piece of land of land together with the dimensions
abuttals and boundaries thereof is delineated and described on Land Survey Plan Number [insert
survey plan number as indicated in the title document] AND HELD by the Chargor for a term of [insert
term in words and figures in brackets] years from the first day of [insert month and year] SUBJECT to
the payment of the annual rent of Kshs [insert annual rent indicated on the title document in figures]
(revisable) and the Acts, special conditions and encumbrances specified in the Memorandum
endorsed herein below:

Memorandum1

1
Insert details of the Memorandum.
38
IN WITNESS whereof the Chargor and the Bank have executed these presents the day and year first
above written.

Signed by the Chargor

……………………….

in the presence of

…………………………………………………..
Advocate’s signature …………………………………………………..
Chargor’s signature

ID/Passport Number: …………………….

PIN Number: ……………………….

Email address: ……………………………….

Certificate of Verification under Section 45 of the Land Registration Act

I CERTIFY that the above-named Chargor, …………………. appeared before me on

____________________________ and being known to me/being identified by
________________________________ of ___________________________________ acknowledged
the above signatures or marks to be his/hers/theirs and that he/she/they had freely and voluntarily
executed this instrument and understood its contents.

-----------------------------------------------------
Name and signature of the person certifying

39
40
 Signed by the duly authorised attorneys of the Bank
under and by virtue of Powers of Attorney registered
at the District Lands Registry at …………………[or
Central Registry] as number
………………………….…… and at the Registry of
Documents at Nairobi as Number
………………………… respectively ……………………………………
Attorneys Signature
In the presence of:

…………………………………….
………………………………………………….. Attorneys Signature
Signature and stamp of the Advocate witnessing

Verification of execution pursuant to Section 45 of the Land Registration Act

I CERTIFY that……………………………………….. and ……………………………… being the

duly constituted attorney(s) of the Bank appeared before me on ………. and being known to me/being
identified by ………..of…………….... acknowledged the above signatures or marks to be theirs
and that they had freely and voluntarily executed this instrument and understood its contents.

…………………………………………………..
Signature and stamp of the Advocate certifying

Section 90 of the Land Act reads as follows:

“90. (1) If a chargor is in default of any obligation, fails to pay interest or any
other periodic payment or any part thereof due under any charge or in the
41
performance or observation of any covenant, express or implied, in any charge,
and continues to be default for one month, the chargee may serve on the chargor a
notice, in writing, to pay the money owing or to perform and observe the
agreement as the case may be.

(2) The notice required by subsection (1) shall adequately inform the recipient of
the following matters—

(a) the nature and extent of the default by the chargor;

(b) if the default consists of the non-payment of any money due under the charge,
the amount that must be paid to rectify the default and the time, being not less
than three months, by the end of which the payment in default must have been
completed;

(c) if the default consists of the failure to perform or observe any covenant, express
or implied, in the charge, the thing the chargor must do or desist from doing so as
to rectify the default and the time, being not less than two months, by the end of
which the default must have been rectified;

(d) the consequence that if the default is not rectified within the time specified in
the notice, the chargee will proceed to exercise any of the remedies referred to in
this section in accordance with the procedures provided for in this sub-part; and

(e) the right of the chargor in respect of certain remedies to apply to the court for
relief against those remedies.

(3) If the chargor does not comply within two months after the date of service of
the notice under, subsection (1), the chargee may—

(a) sue the chargor for any money due and owing under the charge;

(b) appoint a receiver of the income of the charged land;

(c) lease the charged land, or if the charge is of a lease, sublease the land;

(d) enter into possession of the charged land; or

(e) sell the charged land;

(4) If the charge is a charge of land held for customary land, or community land
shall be valid only if the charge is done with concurrence of members of the family
or community the chargee may—

(a) appoint a receiver of the income of the charged land;

(b) apply to the court for an order to:

42
 (i) lease the charged land or if the charge is of a lease, sublease the land or
enter into possession of the charged land;

(ii) sell the charged land to any person or group of persons referred to in the
law relating to community land.”

ACKNOWLEDGEMENT OF EFFECT OF SECTION 90 OF THE LAND ACT, Cap. 280.

Pursuant to the provisions of Section 56 of the Land Registration Act, Cap. 280 I,
the Chargor hereby acknowledge that I understand the effect of Section 90 of the
Land Act, Cap. 280 and the Bank’s remedies under this Charge and I hereby
agree that the Bank’s rights under Sections 82 and 83 of the Act and the
restrictions under Section 87 of the Act and Section 59 of the Land Registration
Act be noted against the above title.

This acknowledgement is signed by the Chargor.

Chargor:_____________________________________

Advocate’s Signature and Stamp:_____________________

ACKNOWLEDGEMENT OF EFFECT OF SECTION 90 OF THE LAND ACT, Cap. 280.

Pursuant to the provisions of Section 56 of the Land Registration Act, Cap. 280 I,
the Chargor’s spouse hereby acknowledge that I understand the effect of Section
90 of the Land Act, Cap. 280 and the Bank’s remedies under this Charge.

This acknowledgement is signed by the Chargor’s Spouse.

Chargor’s Spouse:________________________________________

Advocate’s Signature and Stamp:_____________________

43
 THE LAND ACT, Cap. 280
THE LAND REGISTRATION ACT, Cap. 300
THE OATHS AND STATUTORY DECLARATION ACT
(Chapter 15, Laws of Kenya)

SPOUSAL CONSENT

I, __________________________ of Identity Card Number ____________________ and of P.O. Box

…in the Republic of Kenya DO HEREBY make oath and state as follows:

1. THAT I am an adult of sound mind and the spouse ……………………………, the Chargor
herein.

2. THAT I have obtained independent legal advice on the full import of the Charge herein and
confirm that I fully understand its terms and conditions and in particular the Bank’s remedies
as provided for under the provisions of Section 90 of the Land Act, Cap. 280 as read with
Section 96 of the Land Act, Cap. 280.

3. THAT I hereby agree that the Bank’s rights under sections 82 and 83 of the Land Act and the
restrictions under section 87 of the Land Act and section 59 of the Land Registration Act
should be noted against the title to the Charged Property.

4. THAT I hereby give my full consent to the creation of the within written Charge.

5. THAT I execute this spousal consent freely, willingly, under no duress or threat of duress or
coercion and with full knowledge that I am not bound or required to execute this spousal
consent save on my own free will and volition.

6. That the deposit of the title documents relating to the Charge with the Bank by the Chargor
for purposes of registration of the Bank’s security on the basis of which the banking facility is
being made has been consented to by myself and my family and I confirm that neither I, my
family nor my agents shall in any way interfere with the Bank’s exercise of its statutory
remedies over the property in the event of our default as more particularly defined in the
Charge.

7. I confirm for the avoidance of doubt that this consent has been given by me in compliance
with and in full satisfaction of the consent required under S. 93 (3) of the Land Registration
Act, Cap. 300 and section 79(3) of the Land Act, Cap. 280 and it fully discharges and releases
the Bank from the duty imposed on the Bank by virtue of section 93(3) of the Land
Registration Act, Cap. 300 on dispositions relating to spousal and matrimonial property.
8. HAT I shall indemnify and keep indemnified the Bank from any loss or liability that may
arise as a result of the Bank’s reliance on the representations made herein by myself on behalf
of the Chargor.
44
AND I swear this affidavit in accordance with the Oaths and Statutory Declarations Act.

SWORN at [♦] ]
on this day of [♦] ]
by the said [♦] ] _____________________
] DEPONENT
BEFORE ME ]
]
]
]
]
COMMISSIONER FOR OATHS ]

I …………………………………………, a duly appointed Commissioner for Oaths

CERTIFY that the above-named deponent appeared before me on the ……………. day of
…………………… 20…………… and (being known to me/being identified by
………………………………………….) acknowledged the above signature or mark to be
his/hers and that he/she had freely and voluntarily executed this instrument and understood its
contents.

…………………………………………………..
Commissioner for Oaths’ signature

45
 REPUBLIC OF KENYA
THE LAND ACT, Cap. 280
THE LAND REGISTRATION ACT, Cap. 300
THE OATHS AND STATUTORY DECLARATION ACT
(Chapter 15, Laws of Kenya)

AFFIDAVIT

I, [♦] of P.O. Box Number ___________ , DO HEREBY make oath and state as follows:
1. THAT I am an adult of sound mind and the holder of a Kenyan National
Identity Card Number [♦].
2. THAT I am the registered proprietor of all that property Title Number/Land
Reference Number [♦] (the “Charged Property”)
3. THAT I swear this Affidavit to confirm that I am married to [♦] only, who
has given his/her consent to the creation of the within written Charge.
4. THAT I swear this Affidavit to further confirm that I am not holding the
Charged Property in trust under any Customary Law and that the Charged
Property is not Communal Land, having purchased the same for value.
5. THAT I swear this Affidavit to further confirm that save for the spousal
consent hereby given by my spouse, I do not require the consent of any other
spouse(s), family or community members in order to charge the Premises.
6. THAT what is deponed to herein is true to the best of my knowledge,
information and belief.
AND I swear this affidavit in accordance with the Oaths and Statutory Declarations Act.

SWORN at [♦] ]
on this day of [♦] ]
by the said [♦] ] _____________________
] DEPONENT
BEFORE ME ]
]
]
]
]
COMMISSIONER FOR OATHS ]

I …………………………………………, a duly appointed Commissioner for Oaths

CERTIFY that the above-named deponent appeared before me on the ……………. day of
…………………… 20…………… and (being known to me/being identified by
………………………………………….) acknowledged the above signature or mark to be
his/hers and that he/she had freely and voluntarily executed this instrument and understood its
contents.

46
 …………………………………………………..
Commissioner for Oaths’ signature

OR (FOR MARRIED CHARGOR)

REPUBLIC OF KENYA
IN THE MATTER OF OATHS AND STATUTORY DECLARATION ACT
(Chapter 15)
LAWS OF KENYA
AFFIDAVIT

I, _____________________________________ of Post Office Box Number _________________, in

the Republic of Kenya hereby solemnly make Oath and state as follows:

1. THAT I am an adult male/female of sound mind and the holder of a Kenyan National Identity
Card Number __________________ and I am therefore competent to swear this affidavit.

2. THAT I am registered as proprietor of all that Property known Title Number/Land Reference
Number______________________.

3. THAT I was married to ______________________ on ________________.

4. THAT my said husband/wife passed on ______________________ and I have not remarried

since.

Or

5. THAT I have never been married to any one and confirm that I am a Spinster/Bachelor as at the
date of making this Charge.

6. THAT I swear this Affidavit to confirm that as I am widowed the Charged Property does not
form part of any matrimonial or spousal property and I hold the same absolutely.

7. THAT I swear this Affidavit to further confirm that I do not require the Consent of a Spouse or
of Family or Community Members in order to charge the Property herein.

8. THAT what is deponed to herein is true to the best of my knowledge, information and belief.

AND I SWEAR THIS AFFIDAVIT IN ACCORDANCE WITH THE OATHS AND

STATUTORY DECLARATIONS ACT.
47
SWORN at NAIROBI this ……. day of ………….. 20…… )
By the said ______________________________ ) ___________________
)
) ID/No……………………….
Before me: )
)
)
Commissioner for Oaths )

The Registrar by registering this Charge confirms that it is properly executed pursuant to section
45(3) of the Land Registration Act and dispenses with any further verification.

48
REGISTERED this ………………. day of ………………........20…………………..

ENTRY in Encumbrances section Number: …………………………………………

Seal: ……………………………………………………………………………………….

LAND REGISTRAR

Name:…………………………………………….Registrar’s Stamp/No.:………………………

Signature:……………………………………………..

Drawn by:-

49