REQUIRED TO BE STAMPED, PRE-STAMPED) SHARE TRANSFERS FOR ALL GROUP
SHARES IN FAVOUR OF BURDALE AND/OR ITS NOMINEE(S) AS TRANSFEREES OR, IF BURDALE
SO DIRECTS, WITH THE TRANSFEREE LEFT BLANK AND SHALL PROCURE THAT ALL SUCH SHARE
TRANSFERS ARE AT THE REQUEST OF BURDALE FORTHWITH REGISTERED BY THE RELEVANT
COMPANY AND THAT SHARE CERTIFICATES IN THE NAME OF BURDALE AND/OR SUCH
NOMINEE(S) IN RESPECT OF ALL GROUP SHARES ARE FORTHWITH DELIVERED TO BURDALE.
5.4.2
EACH CHARGOR SHALL
PROVIDE BURDALE WITH CERTIFIED COPIES OF ALL RESOLUTIONS AND AUTHORISATIONS
APPROVING THE EXECUTION OF SUCH TRANSFER FORMS AND REGISTRATION OF SUCH
TRANSFERS AS BURDALE MAY REASONABLY REQUIRE.
5.4.3
BURDALE AND ITS NOMINEE
MAY AT ANY TIME WHILST AN EVENT OF DEFAULT IS CONTINUING OR IN ANY OTHER
INSTANCE WHERE BURDALE IS OF THE REASONABLE OPINION THAT IT IS NECESSARY FOR THE
AVOIDANCE OF AN EVENT OF DEFAULT OR NECESSARY FOR THE PROTECTION OF ITS MATERIAL
INTERESTS EXERCISE OR REFRAIN FROM EXERCISING (IN THE NAME OF EACH CHARGOR, THE
REGISTERED HOLDER OR OTHERWISE AND WITHOUT ANY FURTHER CONSENT OR AUTHORITY FROM
EACH CHARGOR AND IRRESPECTIVE OF ANY DIRECTION GIVEN BY ANY CHARGOR) IN RESPECT
OF THE SECURITY SHARES ANY VOTING RIGHTS AND ANY POWERS OR RIGHTS UNDER THE
TERMS OF THE SECURITY SHARES OR OTHERWISE WHICH MAY BE EXERCISED BY THE PERSON
OR PERSONS IN WHOSE NAME OR NAMES THE SECURITY SHARES ARE REGISTERED OR WHO IS
THE HOLDER THEREOF, INCLUDING, WITHOUT LIMITATION, ALL THE POWERS GIVEN TO
TRUSTEES BY SECTION 10(3) AND (4) OF THE TRUSTEE ACT 1925 AS AMENDED BY
SECTION 9 OF THE TRUSTEE INVESTMENTS ACT 1961 IN RESPECT OF SECURITIES OR
PROPERTY SUBJECT TO A TRUST PROVIDED THAT IN THE ABSENCE OF NOTICE FROM BURDALE
EACH CHARGOR MAY AND SHALL CONTINUE TO EXERCISE ANY AND ALL VOTING RIGHTS WITH
RESPECT TO THE GROUP SHARES SUBJECT ALWAYS TO THE TERMS OF THIS DEED.
NO
CHARGOR SHALL WITHOUT THE PREVIOUS CONSENT IN WRITING OF BURDALE EXERCISE THE
VOTING RIGHTS ATTACHED TO ANY OF THE GROUP SHARES IN FAVOUR OF RESOLUTIONS
HAVING THE EFFECT OF CHANGING THE TERMS OF THE GROUP SHARES (OR ANY CLASS OF
THEM) OR ANY RELATED RIGHTS OR PREJUDICING THE SECURITY UNDER THIS DEED OR
IMPAIRING THE VALUE OF THE SECURITY SHARES.
EACH CHARGOR HEREBY IRREVOCABLY
APPOINTS BURDALE OR ITS NOMINEES ITS PROXY TO EXERCISE (AS PROVIDED IN OR
PERMITTED BY THIS DEED) ALL VOTING RIGHTS SO LONG AS THE GROUP SHARES BELONGING
TO IT REMAIN REGISTERED IN ITS NAME.
5.4.4
EACH CHARGOR DURING THE
CONTINUANCE OF THIS SECURITY WILL MAKE ALL PAYMENTS WHICH MAY BECOME DUE IN
RESPECT OF ANY OF THE SECURITY SHARES AND, IN THE EVENT OF DEFAULT IN MAKING ANY
SUCH PAYMENT, BURDALE MAY IF IT THINKS FIT MAKE SUCH PAYMENT ON BEHALF OF EACH
CHARGOR.
ANY SUMS SO PAID BY BURDALE SHALL BE REPAYABLE BY THE RELEVANT CHARGOR
TO BURDALE ON DEMAND AND PENDING SUCH REPAYMENT SHALL CONSTITUTE PART OF THE
SECURED LIABILITIES.
15
5.4.5
IT IS EXPRESSLY AGREED
THAT, NOTWITHSTANDING ANYTHING TO