LENDERS OR (II) RELEASE ALL OR SUBSTANTIALLY ALL
THE CHARGED ASSETS WITH THE PRIOR WRITTEN CONSENT OF ALL LENDERS.
14.2
RETENTION OF SECURITY
If the Administrative Agent considers that any amount paid or credited to any
Secured Party under any Loan Document is capable of being avoided or otherwise
set aside on the Winding-up of the Chargor or any other person or otherwise so
that the Transaction Guarantee of the Chargor may be reinstated pursuant to
Section 2(c)(i) of the Guarantee Agreement, the event described in Clause
14.1.1(i) above shall not be considered to have occurred.
15.
CONDUCT OF BUSINESS BY THE SECURED PARTIES
No provision of this Deed will:
15.1.1
INTERFERE WITH THE RIGHT OF EACH SECURED PARTY TO ARRANGE
ITS AFFAIRS (TAXES OR OTHERWISE) IN WHATEVER MANNER IT THINKS FIT;
15.1.2
OBLIGE ANY SECURED PARTY TO INVESTIGATE OR CLAIM ANY CREDIT,
RELIEF, REMISSION OR REPAYMENT AVAILABLE TO IT OR THE EXTENT, ORDER AND MANNER
OF ANY CLAIM; OR
15.1.3
OBLIGE ANY SECURED PARTY TO DISCLOSE ANY INFORMATION
RELATING TO ITS AFFAIRS (TAXES OR OTHERWISE) OR ANY COMPUTATIONS IN RESPECT OF
TAXES.
16.
CURRENCY INDEMNITY
16.1
CURRENCY INDEMNITY
16.1.1
IF ANY SUM DUE FROM THE CHARGOR UNDER THIS DEED (A "SUM"),
OR ANY ORDER, JUDGMENT OR AWARD GIVEN OR MADE IN RELATION TO A SUM, HAS TO BE
CONVERTED FROM THE CURRENCY OF ACCOUNT INTO ANOTHER CURRENCY (THE "SECOND
CURRENCY") FOR THE PURPOSE OF:
(I)
MAKING OR FILING A CLAIM OR PROOF AGAINST THE
CHARGOR;
(II)
OBTAINING OR ENFORCING AN ORDER, JUDGMENT OR AWARD
IN RELATION TO ANY LITIGATION OR ARBITRATION PROCEEDINGS,
THE CHARGOR SHALL AS AN INDEPENDENT OBLIGATION, WITHIN THREE BUSINESS DAYS OF
DEMAND, INDEMNIFY EACH SECURED PARTY TO WHOM THAT SUM IS DUE AGAINST ANY COST,
LOSS OR LIABILITY ARISING OUT OF OR AS A RESULT OF THE CONVERSION INCLUDING ANY
DISCREPANCY BETWEEN (A) THE RATE OF EXCHANGE USED TO CONVERT THAT SUM FROM THE
CURRENCY OF ACCOUNT INTO THE SECOND CURRENCY AND (B) THE RATE OR RATES OF
EXCHANGE AVAILABLE TO THAT SECURED PARTY AT THE TIME OF ITS RECEIPT OF THAT SUM.
16.1.2
THE CHARGOR WAIVES ANY RIGHT IT MAY HAVE IN ANY JURISDICTION
TO PAY ANY AMOUNT UNDER THIS DEED IN A CURRENCY OR CURRENCY UNIT OTHER THAN THAT
IN WHICH IT IS EXPRESSED TO BE PAYABLE.
16.2
INDEMNITIES SEPARATE
The indemnity in Clause 16.1 shall:
17
16.2.1
CONSTITUTE A SEPARATE AND INDEPENDENT OBLIGATION FROM THE
OTHER OBLIGATIONS IN THIS DEED;
16.2.2
GIVE RISE TO A SEPARATE AND INDEPENDENT CAUSE OF ACTION;
16.2.3
APPLY IRRESPECTIVE OF ANY INDULGENCE GRANTED BY ANY SECURED
PARTY;
16.2.4
CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY JUDGMENT,
ORDER, CLAIM OR PROOF FOR A LIQUIDATED AMOUNT IN RESPECT OF ANY SECURED
OBLIGATION OR ANY OTHER JUDGMENT OR ORDER; AND
16.2.5
APPLY WHETHER OR NOT ANY CLAIM UNDER IT RELATES TO ANY
MATTER DISCLOSED BY THE CHARGOR OR OTHERWISE KNOWN TO ANY SECURED PARTY.
17.
PAYMENTS
17.1
PAYMENTS
All payments by the Chargor under this Deed (including damages for