the
Collateral Agent (or its nominee) and the Collateral Agent will use its best
endeavours to notify the Chargor of any such registration.
4.
COVENANTS BY THE CHARGOR
4.1
THE CHARGOR HEREBY COVENANTS WITH THE
COLLATERAL AGENT, FOR THE BENEFIT OF ITSELF AND THE OTHER BENEFICIARIES, THAT
DURING THE CONTINUANCE OF THIS SECURITY THE CHARGOR WILL:
(A)
DEPOSIT WITH THE COLLATERAL AGENT (UNLESS
THE COLLATERAL AGENT SHALL OTHERWISE AGREE) ONLY SECURITIES WHICH ARE FULLY PAID
AND WHICH IT HAS A GOOD RIGHT TO DEPOSIT AND TRANSFER FREE FROM ANY OPTION,
LIEN, CHARGE OR ENCUMBRANCE OF ANY KIND AND IN RESPECT OF WHICH IT SHALL LODGE:
(I)
ALL STOCK AND SHARE CERTIFICATES AND
DOCUMENTS OF TITLE;
(II)
EXECUTED UNDATED TRANSFERS OF THE
SECURITIES COMPLETED IN BLANK OR DULY EXECUTED AND DATED TRANSFERS IN FAVOUR OF
THE COLLATERAL AGENT (AS AGENT AND TRUSTEE FOR THE BENEFICIARIES) OR ITS NOMINEE
OR AGENT AS THE COLLATERAL AGENT MAY DIRECT; AND
(III)
SUCH OTHER DOCUMENTS AS THE COLLATERAL AGENT
MAY FROM TIME TO TIME REQUIRE FOR PERFECTING THE TITLE OF THE BENEFICIARIES TO
THE SECURITIES INCLUDING ANY BONUS OR RIGHTS ISSUE (DULY EXECUTED BY OR SIGNED
ON BEHALF OF THE REGISTERED HOLDER) OR FOR VESTING OR ENABLING THE CHARGOR TO
VEST THE SAME IN THE COLLATERAL AGENT OR ITS NOMINEES OR IN ANY PURCHASER TO THE
4
intent that the Collateral Agent may at any tune without notice present them for
registration;
(B)
DULY AND PROMPTLY PAY ALL CALLS,
INSTALLMENTS OR OTHER PAYMENTS WHICH MAY BE MADE OR BECOME DUE IN RESPECT OF ANY
OF THE SECURITIES AS AND WHEN THE SAME FROM TIME TO TIME BECOME DUE (AND IF THE
CHARGOR DOES NOT DO SO, THE COLLATERAL AGENT MAY MAKE SUCH PAYMENTS ON BEHALF OF
THE CHARGOR, IN WHICH EVENT ANY SUMS SO PAID SHALL BE REIMBURSED ON DEMAND BY
THE CHARGOR TO THE COLLATERAL AGENT);
(C)
COMPLY PROMPTLY WITH ANY NOTICE SERVED ON
IT UNDER THE COMPANIES ACT 1985 OR 2006;
(D)
NOT (WITHOUT THE PRIOR CONSENT IN WRITING OF
THE COLLATERAL AGENT OR EXCEPT AS PROVIDED HEREIN):
(I)
PERMIT ANY PERSON OTHER THAN THE CHARGOR
OR THE COLLATERAL AGENT (OR ITS NOMINEE OR AGENT) TO BE REGISTERED AS HOLDER OF
THE SECURITIES OR ANY PART THEREOF; OR
(II)
CREATE OR PURPORT TO CREATE OR PERMIT TO
SUBSIST ANY MORTGAGE, CHARGE, LIEN OR ENCUMBRANCE (OTHER THAN IN FAVOUR OF THE
COLLATERAL AGENT OR AS PERMITTED UNDER THE CREDIT AGREEMENT) ON OR OVER THE
SECURITIES OR ANY PART THEREOF OR INTEREST THEREIN; OR
(III)
SELL, TRANSFER, GRANT ANY OPTION OVER OR
OTHERWISE DISPOSE OF THE SECURITIES OR ANY PART THEREOF OR INTEREST THEREIN OR
ATTEMPT OR-AGREE SO TO DO;
(E)
NOT DO OR CAUSE OR PERMIT TO BE DONE
ANYTHING WHICH MAY IN ANY WAY DEPRECIATE, JEOPARDISE OR OTHERWISE PREJUDICE THE
VALUE TO THE BENEFICIARIES OF THE SECURITIES.
4.2
THE CHARGOR HEREBY FARTHER COVENANTS AND
AGREES WITH THE BENEFICIARIES THAT:
(A)
THE COLLATERAL AGENT AND ITS NOMINEES AT
THE DISCRETION OF THE COLLATERAL