TO
EXERCISE HAS ARISEN OR BECOME EXERCISABLE, OR WHETHER THIS DEBENTURE HAS BECOME
ENFORCEABLE, OR WHETHER A RECEIVER OR ADMINISTRATOR HAS BEEN VALIDLY APPOINTED,
OR WHETHER ANY EVENT OR CAUSE HAS HAPPENED TO AUTHORISE THE CHARGEE OR A
RECEIVER OR ADMINISTRATOR TO ACT OR AS TO THE PROPRIETY OR VALIDITY OF THE
EXERCISE OR PURPORTED EXERCISE OF ANY SUCH POWER, AND THE TITLE OF SUCH A
PURCHASER AND THE POSITION OF SUCH A PERSON SHALL NOT BE IMPEACHABLE BY
REFERENCE TO ANY OF THOSE MATTERS.
23.2
RECEIPT
THE RECEIPT OF THE CHARGEE SHALL BE AN ABSOLUTE AND A CONCLUSIVE DISCHARGE TO A
PURCHASER AND SHALL RELIEVE HIM OF ANY OBLIGATION TO SEE TO THE APPLICATION OF
ANY MONEY PAID TO OR BY THE DIRECTION OF THE CHARGEE.
24.
Protection of the Chargee and Receiver
24.1
LIMITATION
NEITHER THE CHARGEE NOR ANY RECEIVER SHALL BE LIABLE IN RESPECT OF ANY LIABILITY
WHICH ARISES OUT OF THE EXERCISE OR THE ATTEMPTED OR PURPORTED EXERCISE OF, OR
THE FAILURE TO EXERCISE, ANY OF THEIR RESPECTIVE POWERS UNDER OR BY VIRTUE OF
THIS DEBENTURE, EXCEPT IF AND IN SO FAR AS SUCH LIABILITY RESULTS FROM ITS OWN
GROSS NEGLIGENCE OR WILFUL DEFAULT.
24.2
ENTRY INTO POSSESSION
WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 24.1 (LIMITATION), NEITHER THE
CHARGEE NOR ANY RECEIVER SHALL BE LIABLE TO ACCOUNT AS MORTGAGEE IN POSSESSION
OR OTHERWISE FOR ANY SUM NOT ACTUALLY RECEIVED BY IT OR HIM RESPECTIVELY.
IF
AND WHENEVER THE CHARGEE ENTERS INTO POSSESSION OF ANY ASSETS, IT SHALL BE
ENTITLED AT ANY TIME AT ITS DISCRETION TO GO OUT OF POSSESSION.
25.
Costs, expenses and liabilities
25.1
COSTS AND EXPENSES
THE CHARGOR WILL, WITHIN THREE (3) BUSINESS DAYS OF THE CHARGEE'S WRITTEN DEMAND
FROM TIME TO TIME, REIMBURSE THE CHARGEE FOR ALL COSTS AND EXPENSES (INCLUDING
LEGAL FEES) ON A FULL INDEMNITY BASIS, TOGETHER WITH VAT THEREON, REASONABLY AND
PROPERLY INCURRED BY IT IN CONNECTION WITH:
(A)
THE NEGOTIATION, PREPARATION, PRINTING,
EXECUTION, COMPLETION AND PERFECTION OF THIS DEBENTURE; AND
(B)
THE COMPLETION OF THE TRANSACTIONS AND
PERFECTION OF THE SECURITY CONTEMPLATED IN THIS DEBENTURE IN CLAUSE 10 (FURTHER
ASSURANCE).
25.2
ENFORCEMENT COSTS
THE CHARGOR WILL, WITHIN THREE (3) BUSINESS DAYS OF THE CHARGEE'S WRITTEN
DEMAND, PAY TO THE CHARGEE, ON A FULL INDEMNITY BASIS, THE AMOUNT OF ALL COSTS
AND EXPENSES (INCLUDING LEGAL, VALUATION, ACCOUNTANCY AND CONSULTANCY FEES AND
DISBURSEMENTS AND OUT-OF-POCKET EXPENSES), AND ANY VAT THEREON, INCURRED BY THE
CHARGEE IN CONNECTION WITH THE EXERCISE, ENFORCEMENT
22
AND/OR PRESERVATION OF ANY OF ITS RIGHTS UNDER THIS DEBENTURE (OR ANY OF THE
DOCUMENTS CONTEMPLATED BY SUCH DOCUMENTS) OR ANY PROCEEDINGS INSTITUTED BY OR
AGAINST THE CHARGEE, IN ANY JURISDICTION AS A CONSEQUENCE OF TAKING OR HOLDING
THE SECURITY OR ENFORCING THOSE RIGHTS.
25.3
INDEMNITY FOR LIABILITIES
THE CHARGOR SHALL ALSO, WITHIN THREE (3) BUSINESS DAYS OF THE CHARGEE'S WRITTEN
DEMAND, REIMBURSE OR PAY TO THE CHARGEE, ITS EMPLOYEES OR AGENTS, ON DEMAND (ON
THE BASIS OF A FULL INDEMNITY) THE AMOUNT OF ALL LIABILITIES INCURRED