THE CONTRARY CONTAINED IN THIS DEED, EACH
CHARGOR SHALL REMAIN LIABLE TO OBSERVE AND PERFORM ALL OF THE CONDITIONS AND
OBLIGATIONS ASSUMED BY IT IN RESPECT OF THE SECURITY SHARES AND BURDALE SHALL
NOT BE UNDER ANY OBLIGATION OR LIABILITY BY REASON OF OR ARISING OUT OF THE
SECURITY OVER THE SECURITY SHARES CONFERRED BY THIS DEED.
BURDALE SHALL NOT BE
REQUIRED IN ANY MANNER TO PERFORM OR FULFIL ANY OBLIGATION OF ANY CHARGOR IN
RESPECT OF THE SECURITY SHARES, OR TO MAKE ANY PAYMENT, OR TO RECEIVE ANY
ENQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED BY THEM, OR TO
PRESENT OR FILE ANY CLAIM OR TAKE ANY OTHER ACTION TO COLLECT OR ENFORCE THE
PAYMENT OF ANY AMOUNT TO WHICH THEY MAY HAVE BEEN OR TO WHICH THEY MAY BE
ENTITLED UNDER THIS DEED AT ANY TIME OR TIMES.
5.4.6
UPON THE OCCURRENCE OF
AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER WHILE THE SAME IS CONTINUING
BURDALE SHALL BE ENTITLED TO PUT INTO FORCE AND EXERCISE IMMEDIATELY AS AND WHEN
IT MAY SEE FIT ANY AND EVERY POWER POSSESSED BY BURDALE BY VIRTUE OF THE
SECURITY OVER THE SECURITY SHARES CONFERRED BY THIS DEED OR AVAILABLE TO A
SECURED CREDITOR (SO THAT SECTIONS 93 AND 103 OF THE LAW OF PROPERTY ACT 1925
SHALL NOT APPLY TO THIS SECURITY) AND IN PARTICULAR (WITHOUT LIMITATION):
(A)
TO SELL ALL OR ANY OF THE SECURITY SHARES IN ANY
MANNER PERMITTED BY LAW UPON SUCH TERMS AS BURDALE SHALL IN ITS ABSOLUTE
DISCRETION DETERMINE;
(B)
TO COLLECT, RECOVER OR COMPROMISE AND GIVE A GOOD
DISCHARGE FOR ANY MONIES PAYABLE TO ANY CHARGOR IN RESPECT OF THE SECURITY
SHARES OR IN CONNECTION THEREWITH; AND
(C)
TO ACT GENERALLY IN RELATION TO THE SECURITY SHARES IN
SUCH MANNER AS BURDALE ACTING REASONABLY SHALL DETERMINE.
5.4.7
FOR THE AVOIDANCE OF
DOUBT, EACH CHARGOR AGREES THAT THE ENFORCEABILITY OF THE SECURITY OVER THE
SECURITY SHARES CONFERRED BY THIS DEED IS NOT DEPENDENT ON THE PERFORMANCE OR
NON-PERFORMANCE BY BURDALE OF ITS OBLIGATIONS UNDER ANY AGREEMENT WITH ANY
CHARGOR.
5.4.8
IMMEDIATELY ON
CONVERSION OF ANY OF THE GROUP SHARES FROM CERTIFICATED TO UNCERTIFICATED FORM,
AND ON THE CREATION OR CONVERSION OF ANY OTHER SECURITIES WHICH ARE FOR THE TIME
BEING COMPRISED IN THE SECURITY SHARES IN OR INTO UNCERTIFICATED FORM, EACH
CHARGOR SHALL GIVE SUCH INSTRUCTIONS OR DIRECTIONS AS BURDALE MAY REQUIRE IN
ORDER TO PROTECT OR PRESERVE ITS SECURITY.
5.4.9
EACH CHARGOR SHALL,
IMMEDIATELY UPON RECEIPT OF ANY CERTIFICATE OR OTHER DOCUMENT EVIDENCING ANY
ENTITLEMENT TO FURTHER SECURITY SHARES, DEPOSIT IT WITH BURDALE TOGETHER WITH
SUCH SHARE TRANSFER FORMS IN BLANK AND OTHER DOCUMENTS AS BURDALE MAY REQUIRE.
5.4.10
THIS CLAUSE 5 SHALL NOT
APPLY TO THE SHARES IN VIEWSONIC LIMITED FOR SO LONG AS THAT COMPANY CONDUCTS NO
BUSINESS AND HAS NO ASSETS.
5.5
OPENING OF ACCOUNTS AND COLLECTION
OF RECEIVABLES
5.5.1
FORTHWITH UPON THE
EXECUTION OF THIS DEED, EACH FACILITY COMPANY SHALL OPEN THE RELEVANT BLOCKED
ACCOUNTS, AND