OBLIGATION CURRENCY (SUCH OTHER
CURRENCY BEING HEREINAFTER REFERRED TO AS THE "JUDGMENT CURRENCY") AN AMOUNT DUE
IN THE OBLIGATION CURRENCY, THE CONVERSION SHALL BE MADE, AT THE RATE OF
EXCHANGE (AS QUOTED BY THE ADMINISTRATIVE AGENT OR, IF THE ADMINISTRATIVE AGENT
DOES NOT QUOTE A RATE OF EXCHANGE ON SUCH CURRENCY, BY A KNOWN DEALER IN SUCH
CURRENCY DESIGNATED BY THE ADMINISTRATIVE AGENT) DETERMINED, IN EACH CASE, AS OF
THE DATE IMMEDIATELY PRECEDING THE DAY ON WHICH THE JUDGMENT IS GIVEN (SUCH
BUSINESS DAY BEING HEREINAFTER REFERRED TO AS THE "JUDGMENT CURRENCY CONVERSION
DATE").
19.1.2
IF THERE IS A CHANGE IN THE RATE OF EXCHANGE PREVAILING
BETWEEN THE JUDGMENT CURRENCY CONVERSION DATE AND THE DATE OF ACTUAL PAYMENT OF
THE AMOUNT DUE, THE CHARGOR COVENANTS AND AGREES TO PAY, OR CAUSE TO BE PAID,
SUCH ADDITIONAL AMOUNTS, IF ANY (BUT IN ANY EVENT NOT A LESSER AMOUNT), AS MAY
BE NECESSARY TO
20
ENSURE THAT THE AMOUNT PAID IN THE JUDGMENT CURRENCY, WHEN CONVERTED AT THE RATE
OF EXCHANGE PREVAILING ON THE DATE OF PAYMENT, WILL PRODUCE THE AMOUNT OF THE
OBLIGATION CURRENCY THAT COULD HAVE BEEN PURCHASED WITH THE AMOUNT OF JUDGMENT
CURRENCY STIPULATED IN THE JUDGMENT OR JUDICIAL AWARD AT THE RATE OF EXCHANGE
PREVAILING ON THE JUDGMENT CURRENCY CONVERSION DATE.
19.1.3
FOR PURPOSES OF DETERMINING THE RATE OF EXCHANGE FOR THIS
CLAUSE 19.1, SUCH AMOUNTS SHALL INCLUDE ANY PREMIUM AND COSTS PAYABLE IN
CONNECTION WITH THE PURCHASE OF THE OBLIGATION CURRENCY.
19.2
INDEMNITIES SEPARATE
The indemnity in this Deed shall:
19.2.1
NOT LIMIT ANY INDEMNIFICATION PROVISION IN ANY OTHER LOAN
DOCUMENT;
19.2.2
APPLY IRRESPECTIVE OF ANY INDULGENCE GRANTED BY ANY SECURED
PARTY;
19.2.3
CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY JUDGMENT,
ORDER, CLAIM OR PROOF FOR A LIQUIDATED AMOUNT IN RESPECT OF ANY OBLIGATION OR
ANY OTHER JUDGMENT OR ORDER; AND
19.2.4
APPLY WHETHER OR NOT ANY CLAIM UNDER IT RELATES TO ANY
MATTER DISCLOSED BY THE CHARGOR OR OTHERWISE KNOWN TO ANY SECURED PARTY.
19.3
OTHER INDEMNITIES AND PROTECTIONS
EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT ON THE PART OF THE
ADMINISTRATIVE AGENT, ANY RECEIVER OR ANY DELEGATE, THE ADMINISTRATIVE AGENT
SHALL BE INDEMNIFIED BY THE CHARGOR FROM AND AGAINST ALL ACTIONS, LOSSES,
CLAIMS, PROCEEDINGS, COSTS, DEMANDS AND LIABILITIES WHICH MAY BE SUFFERED BY THE
ADMINISTRATIVE AGENT BY REASON OF ANY FAILURE OF THE CHARGOR TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THIS DEED OR IN THE EXECUTION OF ANY OF THE RIGHTS,
POWERS, REMEDIES, AUTHORITIES OR DISCRETIONS VESTED IN THE ADMINISTRATIVE AGENT,
ANY RECEIVER OR ANY DELEGATE, UNDER OR PURSUANT TO THIS DEED.
20.
RIGHTS, AMENDMENTS, WAIVERS AND DETERMINATIONS
20.1
AMBIGUITY
The powers and protections conferred by this Deed in relation to the Charged
Assets or any part thereof on the Administrative Agent shall be in addition to
and not in substitution for the powers and protections conferred on mortgagees
or chargees under the Acts, which shall apply to the Charges except insofar as
they are expressly or impliedly excluded.