ACCOUNT
The Bank may, in its reasonable discretion credit to any suspense or impersonal
account and hold in such account, on such terms as the Bank may in its
reasonable discretion think fit, all monies received, recovered or realised by
the Bank pursuant to this Debenture (including, without imitation, the proceeds
of any conversion of currency) pending the application from time to time (as the
Bank may effect in its discretion) of such monies and accrued interest if any,
in or towards satisfaction of the Secured Liabilities.
27.
PAYMENTS AND WITHHOLDING TAXES
Subject to Clause 12 of the Loan Agreement, the Chargor shall pay and discharge
the Secured Liabilities without any set-off, counterclaim, restriction or
condition, without regard to any equities between the Chargor and the Bank and
free and clear of, and without deduction or withholding for, or on account of,
any Taxes, except to the extent that the Chargor is required by law to deduct or
withhold any Taxes, in which case it shall pay to the Bank such additional
amount as may be necessary in order to ensure that the net amount received by
the Bank after the required deduction or withholding (including, without
limitation, any required deduction or
30
withholding on such additional amount) is equal to the amount that the Bank
would have received had no such deduction or withholding been made. Any
additional amount paid under this Clause shall be treated as agreed compensation
and not as interest.
28.
CURRENCY
28.1
ALL MONIES RECEIVED OR HELD BY THE BANK OR ANY
RECEIVER IN RESPECT OF THE SECURED LIABILITIES MAY, FROM TIME TO TIME AFTER
DEMAND HAS BEEN MADE, BE CONVERTED INTO SUCH OTHER CURRENCY AS THE BANK IN ITS
REASONABLE DISCRETION CONSIDERS NECESSARY OR DESIRABLE TO COVER THE OBLIGATIONS
AND LIABILITIES ACTUAL OR CONTINGENT OF THE CHARGOR IN THAT OTHER CURRENCY AT
THE EXCHANGE RATE AVAILABLE TO THE BANK FOR PURCHASING THAT OTHER CURRENCY WITH
THE EXISTING CURRENCY (THE "EXCHANGE RATE").
28.2
IF AND TO THE EXTENT THAT THE CHARGOR FAILS TO
PAY THE AMOUNT DUE 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 OBLIGATIONS AND
LIABILITIES OF THE CHARGOR IN SUCH CURRENCY HEREBY SECURED AT THE EXCHANGE RATE
FOR PURCHASING SUCH CURRENCY WITH ANOTHER RELEVANT CURRENCY
AND THE CHARGOR
HEREBY AGREES TO INDEMNIFY THE BANK AGAINST THE FULL AMERICAN DOLLAR COST
INCURRED BY THE BANK FOR SUCH PURCHASE.
28.3
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 THE FOREGOING POWERS.
28.4
NO PAYMENT TO THE BANK (WHETHER UNDER ANY
JUDGMENT 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