INTRODUCTION OF OR
ANY CHANGE IN (OR IN THE INTERPRETATION, ADMINISTRATION OR APPLICATION OF) ANY
LAW OR REGULATION OR (II) COMPLIANCE WITH ANY LAW OR REGULATION MADE AFTER THE
DATE OF THIS AGREEMENT; AND
7.1.3
THE AMOUNT OF ALL DOCUMENTED OUT OF POCKET COSTS
AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES) REASONABLY INCURRED BY
THE LENDER IN CONNECTION WITH:
(A)
THE NEGOTIATION, PREPARATION, PRINTING AND EXECUTION OF
THIS AGREEMENT AND ANY OTHER DOCUMENTS REFERRED TO IN THIS AGREEMENT AND ANY
OTHER FINANCE DOCUMENTS EXECUTED AFTER THE DATE OF THIS AGREEMENT;
(B)
RESPONDING TO, EVALUATING, NEGOTIATING OR COMPLETING WITH
ANY BORROWER'S REQUEST TO AMEND, WAIVE OR CONSENT TO ANY CONDITIONS TO, THIS
AGREEMENT; AND
(C)
THE ENFORCEMENT OF, OR THE PRESERVATION OF ANY RIGHTS
UNDER, ANY FINANCE DOCUMENT.
7.2
THE BORROWERS SHALL, ON A JOINT AND SEVERAL BASIS,
WITHIN THREE BUSINESS DAYS OF A DEMAND BY THE LENDER INDEMNIFY THE LENDER
AGAINST ANY COST, LOSS OR LIABILITY INCURRED BY THE LENDER AS A RESULT OF:
7.2.1
A FAILURE BY AN OBLIGOR TO PAY ANY AMOUNT DUE
UNDER A FINANCE DOCUMENT ON ITS DUE DATE;
7.2.2
FUNDING, OR MAKING ARRANGEMENTS TO FUND, A LOAN
REQUESTED BY A BORROWER IN A UTILISATION REQUEST BUT NOT MADE BY REASON OF THE
OPERATION OF ANY ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT (OTHER THAN BY
REASON OF DEFAULT OR NEGLIGENCE BY THE LENDER);
7.2.3
INVESTIGATING ANY EVENT WHICH IS REASONABLY
BELIEVES IS A DEFAULT;
7.2.4
ACTING OR RELYING ON ANY NOTICE, REQUEST OR
INSTRUCTION WHICH IT REASONABLY BELIEVES TO BE GENUINE, CORRECT AND
APPROPRIATELY AUTHORISED; AND
7.2.5
ANY REASONABLE STEPS TAKEN BY THE LENDER (IN
CONSULTATION WITH THE COMPANY) TO MITIGATE ANY CIRCUMSTANCES WHICH ARISE AND
WHICH WOULD RESULT IN ANY AMOUNT BECOMING PAYABLE UNDER OR PURSUANT TO, OR
CANCELLED PURSUANT TO, THE FINANCE DOCUMENTS.
7.3
IF ANY SUM DUE FROM AN OBLIGOR UNDER THE FINANCE
DOCUMENTS (A "SUM"), OR ANY ORDER, JUDGMENT OR AWARD GIVEN OR MADE IN RELATION
TO A SUM, HAS TO BE CONVERTED FROM THE CURRENCY (THE "FIRST CURRENCY") IN WHICH
THE SUM IS PAYABLE INTO ANOTHER CURRENCY (THE "SECOND CURRENCY") FOR THE PURPOSE
OF:
7.3.1
making or filing a claim or proof against that Obligor; or
7.3.2
obtaining or enforcing an order, judgment or award in relation to
any litigation or arbitration proceedings,
the Obligors shall as an independent obligation, within three Business Days of
demand, jointly and severally indemnify the Lender 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 the Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to the Lender at the time of its receipt of that Sum.
7.4
EACH OBLIGOR WAIVES ANY RIGHT IT MAY HAVE IN ANY
JURISDICTION TO PAY ANY AMOUNT UNDER THE FINANCE DOCUMENTS IN A CURRENCY OR
CURRENCY UNIT OTHER THAN THAT IN WHICH IT IS EXPRESSED TO