TIME TO TIME
FIX THE REMUNERATION OF ANY RECEIVER APPOINTED BY IT.
9.4
ALL OR ANY OF THE POWERS, AUTHORITIES AND
DISCRETIONS WHICH ARE CONFERRED BY THIS SHARE CHARGE (EITHER EXPRESSLY OR
IMPLIEDLY) UPON A RECEIVER OF THE SECURITIES MAY BE EXERCISED AFTER THE SECURITY
HEREBY CREATED BECOMES ENFORCEABLE BY THE COLLATERAL AGENT IN RELATION TO THE
WHOLE OF THE SECURITIES OR ANY PART THEREOF WITHOUT FIRST APPOINTING A RECEIVER
THEREOF OR NOTWITHSTANDING THE APPOINTMENT OF A RECEIVER THEREOF.
10.
CONTINUING SECURITY AND PROTECTIVE
PROVISIONS
10.1
THE SECURITY CONSTITUTED BY THIS SHARE CHARGE
SHALL BE CONTINUING AND SHALL NOT BE CONSIDERED AS SATISFIED OR DISCHARGED BY
ANY INTERMEDIATE PAYMENT OR SETTLEMENT OF THE WHOLE OR ANY PART OF THE SECURED
OBLIGATIONS OR ANY OTHER MATTER OR THING WHATSOEVER AND SHALL BE BINDING UNTIL
ALL THE SECURED OBLIGATIONS HAVE BEEN UNCONDITIONALLY AND IRREVOCABLY PAID AND
DISCHARGED IN FULL. IN PARTICULAR THIS SHARE CHARGE SHALL NOT BE REDUCED,
DISCHARGED OR OTHERWISE ADVERSELY AFFECTED BY:
(A)
ANY VARIATION, EXTENSION, COMPROMISE,
DISCHARGE, DEALING WITH, EXCHANGE OR RENEWAL OF ANY RIGHT OR REMEDY WHICH THE
COLLATERAL AGENT OR ANY OTHER BENEFICIARY MAY NOW OR HEREAFTER HAVE AGAINST THE
OBLIGORS OR ANY OTHER PERSON IN RESPECT OF THE SECURED OBLIGATIONS;
9
(B)
ANY ACT OR OMISSION BY THE COLLATERAL AGENT
OR ANY OTHER BENEFICIARY OR ANY OTHER PERSON IN TAKING UP, PERFECTING OR
ENFORCING OR THE NON-ENFORCEMENT OF ANY SECURITY OR GUARANTEE FROM OR AGAINST
THE OBLIGORS OR ANY OTHER PERSON;
(C)
ANY TERMINATION, AMENDMENT, VARIATION,
NOVATION OR SUPPLEMENT OF OR TO ANY OF THE SECURED OBLIGATIONS;
(D)
ANY GRANT OF TIME, INDULGENCE, WAIVER OR
CONCESSION TO THE OBLIGORS OR ANY OTHER PERSON;
(E)
ANY CHANGE IN THE CONSTITUTION, NAME AND
STYLE OF THE OBLIGORS OR ANY OTHER PERSON;
(F)
ANY INVALIDITY, ILLEGALITY,
UNENFORCEABILITY, IRREGULARITY, FRUSTRATION OR DISCHARGE BY OPERATION OF LAW OF
ANY ACTUAL OR PURPORTED LIABILITY OF, OR ANY SECURITY HELD FROM, THE OBLIGORS OR
ANY OTHER PERSON IN CONNECTION WITH THE SECURED OBLIGATIONS;
(G)
ANY ACT OR OMISSION WHICH WOULD NOT HAVE
DISCHARGED OR AFFECTED ANY OF THE LIABILITIES OF THE CHARGOR HAD IT BEEN A
PRINCIPAL DEBTOR OR BY ANYTHING DONE OR OMITTED BY ANY PERSON WHICH, BUT FOR
THIS PROVISION, MIGHT OPERATE TO EXONERATE OR DISCHARGE THE CHARGOR OR OTHERWISE
REDUCE OR EXTINGUISH ANY OF ITS LIABILITIES UNDER THIS SHARE CHARGE.
10.2
THE CHARGOR SHALL NOT AT ANY TIME (WHILE ANY OF
THE SECURED OBLIGATIONS ARE OUTSTANDING) TAKE ANY SECURITY OR OTHER RIGHT OR
BENEFIT FROM OR EXERCISE ANY RIGHT AGAINST THE OBLIGORS, A GUARANTOR OR ANY
OTHER PERSON IN CONNECTION WITH THE LIABILITY OF, OR ANY PAYMENT MADE BY, THE
CHARGOR UNDER OR PURSUANT TO THIS SHARE CHARGE.
10.3
IF THE CHARGOR SHALL BE IN BREACH OF CLAUSE 10.2
ANY SECURITY OR OTHER RIGHT OR BENEFIT OBTAINED FROM ANY BORROWER OR ANY OTHER
PERSON SHALL BE HELD UPON TRUST TO TRANSFER OR PAY THE SAME TO THE COLLATERAL
AGENT TO THE EXTENT NECESSARY TO SATISFY ANY LIABILITY OF THE