execution and delivery of termination documents
pursuant to this Clause 14 shall be without recourse to or warranty by the
Collateral Agent or the Beneficiaries.
14.3
UPON ANY RELEASE OF THE SECURITIES NEITHER THE
COLLATERAL AGENT NOR ANY OF THE OTHER BENEFICIARIES NOR THEIR NOMINEES OR AGENTS
(AS THE CASE MAY BE) SHALL BE BOUND TO RELEASE OR TRANSFER TO THE CHARGOR THE
IDENTICAL STOCKS, SHARES OR SECURITIES WHICH WERE DEPOSITED WITH OR TRANSFERRED
TO IT OR THEM AND THE CHARGOR SHALL ACCEPT SHARES AND SECURITIES OF THE SAME
CLASS AND DENOMINATION OR SUCH OTHER SECURITIES AS THEN REPRESENT THE
SECURITIES.
15.
CURRENCY
15.1
ALL MONEYS RECEIVED OR HELD BY THE COLLATERAL
AGENT OR ANY OTHER BENEFICIARY UNDER THIS SHARE CHARGE MAY FROM TIME TO TIME
AFTER DEMAND HAS BEEN MADE BY THE COLLATERAL AGENT OR AH EVENT OF DEFAULT HAS
OCCURRED BE CONVERTED INTO SUCH OTHER CURRENCY AS THE COLLATERAL AGENT CONSIDERS
NECESSARY OR DESIRABLE TO COVER THE SECURED OBLIGATIONS IN THE
12
CURRENCY THEREOF AT THE THEN PREVAILING SPOT RATE OF EXCHANGE OF THE COLLATERAL
AGENT (AS REASONABLY DETERMINED BY THE COLLATERAL AGENT) FOR PURCHASING THAT
OTHER CURRENCY WITH THE EXISTING CURRENCY.
15.2
NO PAYMENT TO THE COLLATERAL AGENT OR ANY OTHER
BENEFICIARY (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 COLLATERAL AGENT OR SUCH OTHER BENEFICIARY 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 COLLATERAL AGENT OR SUCH
OTHER BENEFICIARY SHALL HAVE A FURTHER SEPARATE CAUSE OF ACTION AGAINST THE
CHARGOR AND SHALL BE ENTITLED TO ENFORCE THIS SHARE CHARGE TO RECOVER THE AMOUNT
OF THE SHORTFALL.
16.
COSTS
The Chargor shall on demand pay to the Collateral Agent the amount of all
reasonable costs and expenses and other liabilities (including reasonable legal
and out of pocket expenses and any Value Added Tax on such costs and expenses)
which the Collateral Agent or any other Beneficiary incurs in connection with:
(A)
THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THIS SHARE CHARGE;
(B)
ANY STAMPING OR PAYMENT OF STAMP DUTY
RESERVE TAX OR REGISTRATION OF THIS SHARE CHARGE OR ANY TRANSFER OF THE
SECURITIES PURSUANT HERETO;
(C)
ANY ACTUAL OR PROPOSED AMENDMENT OR WAIVER
OR CONSENT UNDER OR IN CONNECTION WITH THIS SHARE CHARGE;
(D)
ANY DISCHARGE OR RELEASE OF THIS SHARE
CHARGE;
(E)
THE PRESERVATION OR EXERCISE (OR ATTEMPTED
PRESERVATION OR EXERCISE) OF ANY RIGHTS UNDER OR IN CONNECTION WITH AND THE
ENFORCEMENT (OR ATTEMPTED ENFORCEMENT) OF THIS SHARE CHARGE; OR
(F)
DEALING WITH OR OBTAINING ADVICE ABOUT
ANY OTHER MATTER OR QUESTION ARISING OUT OF OR IN CONNECTION WITH THIS SHARE
CHARGE;
together with interest thereon at the Default Rate from the