The Bank may, in its reasonable discretion credit to any suspense or impersonal
account and hold in such account, on such terms as the Bank may in its
discretion think fit, all monies received, recovered or realised by the Bank
pursuant to this Charge (including, without limitation, the proceeds of any
conversion of currency) pending the application from time to time (as the Bank
may effect in its discretion) of such monies and accrued interest, if any, in or
towards satisfaction of the Secured Liabilities.
22.
PAYMENTS AND WITHHOLDING TAXES
Subject to Clause 12 of the Loan Agreement, the Chargor shall pay and discharge
the Secured Liabilities without any set-off, counterclaim, restriction or
condition, without regard to any equities between the Chargor and the Bank and
free and clear of, and without deduction or withholding for, or on account of,
any taxes, except to
17
the extent that the Chargor is required by law to deduct or withhold any Taxes,
in which case it shall pay to the Bank such additional amount as may be
necessary in order to ensure that the net amount received by the Bank after the
required deduction or withholding (including, without limitation, any required
deduction or withholding on such additional amount) is equal to the amount that
the Bank would have received had no such deduction or withholding been made. Any
additional amount paid under this Clause shall be treated as agreed compensation
and not as interest.
23.
CURRENCY
23.1
ALL MONIES RECEIVED OR HELD BY THE BANK IN RESPECT OF
THE SECURED LIABILITIES MAY, FROM TIME TO TIME AFTER DEMAND HAS BEEN MADE, BE
CONVERTED INTO SUCH OTHER CURRENCY AS THE BANK IN ITS REASONABLE DISCRETION
CONSIDERS NECESSARY OR DESIRABLE TO COVER THE OBLIGATIONS AND LIABILITIES ACTUAL
OR CONTINGENT OF THE CHARGOR IN THAT OTHER CURRENCY AT THE EXCHANGE RATE FOR
PURCHASING THAT OTHER CURRENCY WITH THE EXISTING CURRENCY.
23.2
IF AND TO THE EXTENT THAT THE CHARGOR FAILS TO PAY THE
AMOUNT DUE ON DEMAND THE BANK MAY IN ITS ABSOLUTE DISCRETION WITHOUT NOTICE TO
THE CHARGOR PURCHASE AT ANY TIME THEREAFTER SO MUCH OF ANY CURRENCY AS THE BANK
CONSIDERS NECESSARY OR DESIRABLE TO COVER THE OBLIGATIONS AND LIABILITIES OF THE
CHARGOR IN SUCH CURRENCY AT THE BANK'S EXCHANGE RATE FOR PURCHASING SUCH
CURRENCY WITH ANOTHER RELEVANT CURRENCY AND THE CHARGOR HEREBY AGREES TO
INDEMNIFY THE BANK AGAINST THE FULL COST INCURRED BY THE BANK FOR SUCH PURCHASE.
23.3
THE BANK SHALL NOT BE LIABLE TO THE CHARGOR FOR ANY LOSS
RESULTING FROM ANY FLUCTUATION IN EXCHANGE RATES BEFORE OR AFTER THE EXERCISE OF
THE FOREGOING POWERS.
23.4
NO PAYMENT TO THE BANK (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 BANK 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