Common use of APPOINTMENT AND POWERS OF RECEIVER Clause in Contracts

APPOINTMENT AND POWERS OF RECEIVER. (a) At any time after the security hereby created has become enforceable, or if requested by the Mortgagor, the Security Trustee may in writing either under seal or under the hand of a duly authorised officer of the Security Trustee, appoint any person or persons to be a Receiver of the Collateral and may from time to time fix its or their remunerations and may remove any Receiver so appointed and appoint another in its place. Where more than one Receiver is so appointed, any reference in this Deed to a Receiver shall apply to both or all of the Receivers so appointed and the appointment shall be deemed to be a joint and several appointment so that the rights, powers, duties and discretions vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them. (b) The Receiver shall be the agent of the Mortgagor and the Mortgagor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation) and power on behalf and at the cost of the Mortgagor (notwithstanding any liquidation of the Mortgagor) to do [Mortgage of Shares] or omit to do anything which the Mortgagor could do or omit to do in relation to the Collateral or any part thereof. (c) The Receiver shall in the exercise of the Receiver's powers, authorities and discretions conform to the directions and regulations from time to time given or made by the Security Trustee.

APPOINTMENT AND POWERS OF RECEIVER. (a) At any time after the security hereby created has become enforceable, or if requested by the any Mortgagor, the Security Trustee may in writing either under seal or under the hand of a duly authorised officer of the Security Trustee, appoint any person or persons to be a Receiver of the Collateral and may from time to time fix its or their remunerations and may remove any Receiver so appointed and appoint another in its place. Where more than one Receiver is so appointed, any reference in this Deed to a Receiver shall apply to both or all of the Receivers so appointed and the appointment shall be deemed to be a joint and several appointment so that the rights, powers, duties and discretions vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them. (b) The Receiver shall be the agent of the each Mortgagor and the each Mortgagor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall have all the powers (save for his wilful default or gross negligence) conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation) and power on behalf and at the cost of the any Mortgagor (notwithstanding any liquidation of the any Mortgagor) to do [Mortgage of Shares] or omit to do anything which the any Mortgagor could do or omit to do in relation to the Collateral or any part thereof. (c) The Receiver shall in the exercise of the Receiver's powers, authorities and discretions conform to the directions and regulations from time to time given or made by the Security Trustee.

APPOINTMENT AND POWERS OF RECEIVER. (a) At any time after the security hereby created has become enforceable, or if requested by the Mortgagor, the Security Trustee may in writing either under seal or under the hand of a duly authorised officer of the Security Trustee, appoint any person or persons to be a Receiver of the Collateral and may from time to time fix its or their remunerations and may remove any Receiver so appointed and appoint another in its place. Where more than one Receiver is so appointed, any reference in this Deed to a Receiver shall apply to both or all of the Receivers so appointed and the appointment shall be deemed to be a joint and several appointment so that the rights, powers, duties and discretions vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them. (b) The Receiver shall be the agent of the Mortgagor and the Mortgagor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the [Mortgage of Shares] exercise of any power of sale or consolidation) and power on behalf and at the cost of the Mortgagor (notwithstanding any liquidation of the Mortgagor) to do [Mortgage of Shares] or omit to do anything which the Mortgagor could do or omit to do in relation to the Collateral or any part thereof. (c) The Receiver shall in the exercise of the Receiver's powers, authorities and discretions conform to the directions and regulations from time to time given or made by the Security Trustee.

APPOINTMENT AND POWERS OF RECEIVER. (a) 10.1 At any time after the security hereby created has become enforceable, or if requested issue of an Enforcement Notice the Bank may appoint by the Mortgagor, the Security Trustee may in writing either under seal or under the hand of a duly authorised officer of the Security Trustee, appoint any person or persons (whether an officer of the Bank or not) to be a Receiver of all or any part of the Collateral Property and where more than one Receiver is appointed they may be given power to act either jointly or severally. 10.2 The Bank may from time to time fix its or their remunerations determine the remuneration of the Receiver and may remove any the Receiver so appointed and appoint another in its his place. Where more than one Receiver is so appointed, any reference in this Deed to a . 10.3 The Receiver shall apply to both or all (so far as the law permits) be the agent of the Receivers so Owner (who shall alone be personally liable for his acts, defaults, omissions and remuneration) and shall have and be entitled to exercise all powers conferred by the CLPA and/or the Companies Act Chap:81:01 in the same way as if the Receiver had been duly appointed thereunder and in particular by way of addition to, but without limiting any general powers referred to above (and without prejudice to any of the appointment Bank's powers) the Receiver shall be deemed have power in the name of the Owner or otherwise to be a joint do the following things namely: (a) to take possession of collect and several appointment so get in all or any part of the Property and for that purpose to take any proceedings as he shall think fit; (b) to commence and/or complete any building operations on the Property and to apply for and obtain any planning permissions, building regulation approvals and any other permissions, consents or licences in each case as he may in his absolute discretion think fit; (c) for the purpose of exercising any of the rights, powers, duties authorities and discretions vested discretion conferred on him by or pursuant to this Mortgage or for any other purpose to borrow moneys from the Bank or others on the security of the Property or otherwise on such terms as he may in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them.his absolute discretion think fit; (bd) The Receiver to provide such facilities and services for tenants and generally to manage the Property in such a manner as he shall be think fit; (e) to make any arrangements or compromise which the agent Bank or he shall think fit whether in relation to any lease of the Mortgagor Property or to any covenants, conditions or restrictions relating to the Property or without limitation otherwise; (f) to enter into bonds, covenants, commitments, guarantees, indemnities and like matters and to make all payments needed to effect, maintain or satisfy the Mortgagor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision same in relation to the exercise Property; (g) to settle adjust refer to arbitration compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Owner or relating in any way to the Property; (h) to appoint managers officers contractors and agents for the aforesaid purposes upon such terms as to remuneration or otherwise as she may determine; 10.3.1 if the Property is leasehold to vary the terms of or surrender any lease and/or to take a new lease of it or of any power part of sale or consolidation) it on such terms as he shall think fit and power so that any such new lease shall ipso facto become charged to the Bank on behalf the terms of this Mortgage so far as applicable and at the cost to execute a formal legal Mortgage over any such new lease in favour of the Mortgagor (notwithstanding any liquidation of Bank in such form as the Mortgagor) Bank may reasonably require; 10.3.2 to do [Mortgage of Shares] sell, transfer, assign, let or omit to do anything which lease or concur in selling, letting or leasing the Mortgagor could do or omit to do in relation to the Collateral Property or any part thereofof it and the grant of any rights over the Property (either by public auction or private contract or otherwise) on such terms and conditions and for such consideration including without limitation shares, securities (of any company) or other investments payable at such time or times as he may in his absolute discretion think lit ; 10.3.3 to vary the terms of, terminate, grant renewals of or accept surrenders of leases or tenancies of the Property or any part of it in such manner and for such terms with or without a premium or other compensation or consideration including the payment of money to a lessee or tenant on a surrender with such rights relating to other parts of the Property and containing such covenants on the part of the Owner or otherwise and generally on such terms and conditions as in his absolute discretion he shall think lit; 10.3.4 to make and effect all repairs and improvements; 10.3.5 to effect such insurance of or in connection with the Property as he shall in his absolute discretion think lit; 10.3.6 to do all such other acts and things as may be considered to be incidental or conducive to any of the matters or powers aforesaid and which he lawfully may or can do. Provided nevertheless that the Receiver shall not be authorized to exercise any of the above powers if and insofar and so long as the Bank shall in writing exclude the same whether in or at the time of their appointment or subsequently. (c) The Receiver shall 10.4 Any moneys received by the receiver in the exercise of his powers under this Mortgage and under general law shall be (so far as the Receiver's law permits) applied by him as follows: 10.4.1 in payment of the costs, charges and expenses of and incidental to his appointment and the exercise of all or any of his powers, authorities and discretions conform ; 10.4.2 in payment of his remuneration; 10.4.3 in payment to the directions and regulations from time Bank of the Secured Liabilities whether for principal, interest or otherwise in arrears or accruing due under this Mortgage; AND any balance shall be paid to time given the person or made persons next entitled to it.” 18. The Xxxxx Street Mortgage establishes that RBC’s power to appoint a receiver was governed by the Security Trusteemortgage agreement, the Conveyancing and Law of Property Act and the Companies Act and could be exercised at any time after RBC had issued an Enforcement Notice. Clauses 8 and 9 of the Xxxxx Street Mortgage do not expressly state whether an Enforcement Notice was to be served on the Borrower, or the Owner/ Surety, or both. However, Clause 10 provides that a receiver acts as agent of the Owner, the Owner being previously described as Mr. and Xxx. Xxxxxxxx Xxxxxxx.

APPOINTMENT AND POWERS OF RECEIVER. (a) 8.01 At any time after the security principal moneys interests and other moneys hereby created has secured shall have become enforceable, or if requested by the Mortgagorpayable pursuant to Clause 7, the Security Trustee Bank may in writing either under seal its Common Seal or by its Attorney or under the hand of a duly authorised any authorized officer for the time being of the Security Trustee, Bank appoint any person or persons to be a Receiver of the Collateral Charged Assets or any part thereof (with power to authorize any joint Receiver to exercise any power independently of any other joint Receiver) and may from time to time fix its his or their remunerations remuneration and may remove any Receiver so appointed and appoint another in its his place. Where more than one Receiver is so appointed, If any reference in this Deed to a Receiver shall apply to both or all part of the Receivers Charged Assets is excluded from the Receiver's appointment, such exclusion shall not prevent the Bank from subsequently appointing the Receiver (or his substitute) to that part. A Receiver so appointed and the appointment shall be deemed to be a joint and several appointment so that the rights, powers, duties and discretions vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them. (b) The Receiver shall be the agent of the Mortgagor Borrower and the Mortgagor Borrower shall be solely responsible for the Receiver's his acts or defaults (other than acts of fraud or wilful default) and for the Receiver's his remuneration and the such Receiver so appointed shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise (but statute and in the case of the powers conferred by the CLPA without the restrictions imposed by law or any ordinance or other statutory provision contained in relation to Section 25 of the exercise of any power of sale or consolidation) CLPA and in addition power on behalf and at the cost of the Mortgagor Borrower (notwithstanding any liquidation of the MortgagorBorrower) to do [Mortgage of Shares] or omit to do anything which the Mortgagor Borrower could do or omit to do in relation to the Collateral Charged Assets or any part thereof.thereof and in particular (but without limitation) any such Receiver may: (a) enter into, take possession of collect and get in all or any of the Charged Assets, exercise in respect of the Securities all voting or other powers or rights available to the Borrower or to the owner or a holder thereof generally in such manner as he may think fit and give and receive such notices and bring defend or discontinue any proceedings or submit to arbitration in the name of the Borrower or otherwise as may seem expedient to him; (b) carry on manage develop reconstruct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or concur in so doing and for the purpose of the said business to employ such agent managers accountants servants and workmen upon such terms as to remuneration or otherwise as the Receiver shall think proper; perform vary or cancel obligations of the Borrower under any contract on such terms as he may think fit; lease or otherwise acquire and develop or improve properties or other assets without being responsible for loss or damage unless such loss or damage is occasioned by his own fraud or wilful default and raise or borrow any money from or incur any other liability to the Bank or others on such terms with or without security as he may think fit and so that any such security may be or include a charge on the whole or any part of the Charged Assets ranking in priority to this security or otherwise; (c) The Receiver shall without the restrictions imposed by Section 25 of the CLPA or the need to observe any of the provisions of Section 23 of the CLPA sell by public auction or private contract let surrender or accept surrenders grant licences or rescind or repudiate or accept repudiation of or otherwise dispose of or deal with all or any of the Charged Assets or concur in so doing in such manner for such consideration and generally on such terms and conditions as he may think fit with full power to convey let surrender accept surrenders of or otherwise transfer or deal with such Charged Assets in the exercise name and on behalf of the Receiver's powers, authorities Borrower or otherwise and discretions conform so that covenants and contractual obligations may be granted and assumed in the name of and so as to bind the Borrower (or other the estate owner) if he shall consider it necessary or expedient so to do and to vary any contract for sale and resell without being answerable for any loss occasioned thereby unless such loss is occasioned by his own fraud or wilful default. Any such sale lease or disposition may be for cash debenture or other obligations shares stock securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all moneys obligations and liabilities hereby secured. Plant machinery and other fixtures fittings and equipment may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting the premises sold without the consent of the Borrower; (d) promote the formation of companies with a view to the directions same purchasing leasing licensing or otherwise acquiring interests in all or any of the Charged Assets or otherwise, arrange for such companies to trade or cease to trade and regulations from time to time given purchase lease licence or made otherwise acquire all or any of the Charged Assets on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit; (e) make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient and to do any other act or thing which a receiver appointed under the CLPA would have power to do; (f) make and effect such repairs renewals and improvements to the Charged Assets or any part thereof as he may think fit and maintain renew take out or increase all insurances; (g) appoint managers agents officers and employees for any such purposes or to guard or protect the Charged Assets at such salaries and commissions and for such periods and on such terms as he may determine and dismiss the same; (h) make calls conditionally or unconditionally on the members of the Borrower in respect of uncalled capital as he may think fit; (i) sign any document execute any deed and do all such other acts and things as may be considered by him to be incidental or conducive to any of the matters or powers aforesaid or to the realisation of the Bank's security constituted by this Deed and which he lawfully may or can do as agent of the Borrower and use the name of the Borrower for all the above purposes; (j) have access to and make use of the premises plant equipment and accounting and other records of the Borrower and the services of its staff for all or any of the above purposes; (k) generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security. 8.02 The powers of appointment of a receiver hereunder shall be in addition and without prejudice to any statutory or other powers of the Bank hereunder or otherwise and so that such powers shall be and remain exercisable by the Security TrusteeBank notwithstanding that an appointment under the provisions hereof shall be subsisting or has been withdrawn.

APPOINTMENT AND POWERS OF RECEIVER. (a) 7.1 At any time after the security hereby created has become enforceableChargee shall have demanded payment of any monies secured by this Debenture (and whether or not the Charging Company shall have been given sufficient or any time in which to satisfy such demand) or (notwithstanding the terms of any other agreement between the Charging Company and the Chargee except in the case of an express exclusion of this provision by reference to this Debenture) after the presentation of a petition applying for an administration order to be made in relation to the Charging Company pursuant to Section 9 of the Insolvency Xxx 0000, or if requested by the MortgagorCharging Company, the Security Trustee Chargee may in appoint by writing either under seal or under the hand of a duly authorised officer of the Security Trustee, appoint any person or persons to be a Receiver receiver or receivers ("the Receiver" which expression shall, where the context so admits include the plural and any substituted receiver or receivers and so that where more than one receiver is appointed they shall have power to act severally unless the Chargee shall in the appointment specify to the contrary) of all or any part of the Collateral and Assets charged by this Debenture. Such an appointment over part only of the Assets charged by this Debenture shall not preclude the Chargee from making any subsequent appointment of a Receiver over any part of the Assets over which an appointment has not previously been made by the Chargee. 7.2 The Chargee may from time to time fix its or their remunerations determine the remuneration of the Receiver and may (subject to the application of Section 45 of the Insolvency Act 1986) remove the Receiver from all or any part of the Assets of which he is the Receiver so appointed and appoint another in its place. Where more than one Receiver is so appointed, at any reference in this Deed to a time after the Receiver shall apply have vacated office or ceased to both or all act in respect of any of the Receivers so appointed and Assets appoint a further Receiver over all or any part of the appointment Assets or of the part thereof in respect of which he shall be deemed have ceased to be a joint and several appointment so that the rights, powers, duties and discretions vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of themact. (b) 7.3 The Receiver shall be the agent of the Mortgagor and the Mortgagor Charging Company (which shall be solely responsible liable for the Receiver's his acts or defaults and for remuneration) unless and until the ReceiverCharging Company goes into liquidation after which he shall act as principal and shall not become the agent of the Chargee and shall have and be entitled to exercise in relation to the Charging Company all the powers set out in Schedule 1 to the Insolvency Xxx 0000 and in particular, by way of addition to, but without hereby limiting such powers (and without prejudice to the Chargee's remuneration and powers) the Receiver shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation) and power on behalf and at the cost of the Mortgagor (notwithstanding any liquidation of the Mortgagor) to do [Mortgage the following things namely: 7.3.1 to take possession of Shares] or omit to do anything which the Mortgagor could do or omit to do collect and get in relation to the Collateral all or any part thereofof the Assets and for that purpose to take any proceedings in the Charging Company's name or otherwise as he shall think fit ; 7.3.2 to carry on or concur in carrying on the Charging Company's business and raise money from the Chargee or others on the security of all or any part of the Assets ; 7.3.3 to sell, let and/or terminate surrender or to accept surrenders of leases or tenancies of any part of any interest in any property the Charging Company may then hold, in such manner and on such terms as he thinks fit; 7.3.4 to grant or accept options over all or any part of the Assets in such manner and on such terms as he thinks fit; 7.3.5 to take, continue or defend any proceedings and make any arrangement or compromise which the Chargee or he shall think fit; 7.3.6 to sever any fixtures from the property of which they form part; 7.3.7 to make and effect all repairs, improvements and insurances; 7.3.8 to appoint managers, officers and agents for any of the above purposes, at such salaries or other basis of remuneration as the Receiver may determine; 7.3.9 to call up any of the Charging Company's uncalled capital; 7.3.10 to promote the formation of a subsidiary company or companies of the Charging Company, so that such subsidiary may purchase, lease, license or otherwise acquire interests in all or any part of the Assets ; 7.3.11 to exercise all voting and other rights attaching to stocks, shares and other securities owned or held by the Charging Company; 7.3.12 to redeem any prior encumbrance and to approve and settle and discharge the accounts of the encumbrancer, the accounts so approved, settled and/or discharged being (except in the case of manifest error) conclusive and binding on the Charging Company and any monies being paid in respect thereof being an expense properly incurred by the Receiver; 7.3.13 to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers specified or referred to in this Debenture or otherwise incidental or conducive to the preservation, improvement or realisation of the Assets. (c) The 7.4 A person dealing with the Receiver in good faith and for value shall not be concerned to enquire whether the Receiver is validly appointed or acting with in the exercise of the Receiver's his powers, authorities and discretions conform to the directions and regulations from time to time given or made by the Security Trustee.

APPOINTMENT AND POWERS OF RECEIVER. (a) At any time after the security Bank shall have demanded payment or discharge of any money, obligation or liability hereby created has become enforceable, secured and the same shall not have been satisfied in full or if requested by the MortgagorBorrower, the Security Trustee Bank may in writing either under its common seal or under the hand of a duly authorised any director, officer or manager for the time being of the Security Trustee, Bank appoint any person or persons to be a Receiver of the Collateral undertaking, property, assets and may from time rights hereby charged or any part thereof (with power to time fix its or their remunerations authorise any joint receiver to exercise any power independently of any other joint receiver) and may remove any Receiver so appointed and appoint another in its his place. Where more than one Receiver is so appointed, any reference in this Deed In addition to a Receiver shall apply to both or all of the Receivers so appointed and the appointment shall be deemed to be a joint and several appointment so that the rights, powers, duties and discretions other powers vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them. (b) The Receiver shall be the agent of the Mortgagor and the Mortgagor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall have all the powers conferred from time to time on mortgagees or receivers him by law or otherwise (but without a Receiver shall have the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation) and power on behalf and at the cost of the Mortgagor (notwithstanding any liquidation of the Mortgagor) Borrower to do [Mortgage of Shares] or omit to do anything which the Mortgagor could do or omit to do in relation to the Collateral undertaking, property or assets charged hereby or any part thereofthereof and in particular (but without limitation), the following powers:- (i) to take possession of, collect and get in and give receipts binding on the Borrower for all or any property, assets and rights hereby charged and to bring, defend or discontinue any proceedings or submit to arbitration in the name of the Borrower or otherwise as may seem expedient; (ii) to make calls conditionally or unconditionally on the members of the Borrower in respect of uncalled capital; (iii) to carry on, manage, develop, reconstruct, amalgamate or diversify or authorise or concur in any such action relating to, the business of the Borrower or any part thereof and to exercise in respect of the Securities, all voting or other powers or rights available to a registered holder thereof in such manner as he may think fit and to manage and conduct the same without being responsible for loss or damage and for any of those purposes to raise or borrow any money from or incur any liability to the Bank or others on such terms with or without security as he may think fit and so that any such security may be or include a charge on the whole or any part of the property hereby charged ranking in priority to this security or otherwise; (iv) whether forthwith or later, to sell or concur in selling by public auction or private contract, and to let or concur in letting and to accept surrenders, grant licences or otherwise dispose of or deal with all or any of the goodwill, undertaking, assets, rights and property hereby charged in such manner and for such consideration and generally on such termS and conditions as the Receiver may think fit with full power to convey or otherwise transfer such goodwill, undertaking, assets, rights or property in the name and on behalf of the Borrower or other the estate owner and any such sale may be for cash, debentures or other obligations, shares, stocks or other valuable consideration and may be payable in a lump sum immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall ipso facto forthwith on receipt be and become charged with the payment of all moneys, obligations and liabilities secured hereby. Plant, machinery and other fixtures may be severed and sold separately from the premises containing them without the consent of the Borrower being obtained thereto; (v) to make any arrangements or compromise, allow time for payment or enter into, abandon, cancel or disregard any contracts which he shall think expedient in the interests of the Bank; (vi) to make and effect all repairs, improvements and renew such of the plant, machinery, chattels and property of the Borrower as he shall think fit and maintain, renew, take out or increase insurances; (vii) to promote the formation of companies with a view to the same purchasing, leasing, licensing or otherwise acquiring all or any of the goodwill, undertaking, property, assets or rights of the Borrower or otherwise; (viii) without any further consent by or notice to the Borrower, exercise on behalf of the Borrower all the powers, rights and provisions conferred on a landlord or a tenant at law or under any lease, sub-lease or other contract or agreement to which the Borrower is a party relating to rents or otherwise in respect of any part of the property hereby charged but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised; (ix) to appoint managers, accountants, lawyers, agents, officers, servants and workmen for any of the aforesaid purposes at such salaries or remuneration and for such periods and upon such terms as he or they may determine; and (x) to sign any document, execute any deed and do all such other acts and things as may be considered to be incidental or conducive to any of the matters and powers aforesaid and which he may and can lawfully do as agent for the Borrower. (b) All money received by such Receiver or by the Bank in the exercise of any powers conferred by this Debenture shall be applied after the discharge of any taxes or the remuneration and expenses of such Receiver and all liabilities having priority thereto in or towards satisfaction of such of the moneys, obligations and liabilities hereby secured and in such order as the Bank in its absolute discretion may from time to time conclusively determine. (c) The A Receiver appointed by the Bank shall be the agent of the Borrower and the Borrower shall alone be solely responsible and liable for his acts, defaults or remuneration. (d) Neither the Bank nor any Receiver shall be liable to account as mortgagee in possession in respect of all or any of the property charged hereby nor be liable for any loss upon realisation or for any neglect or default or omission of any nature whatsoever for which a mortgagee in possession might be liable. (e) No purchaser, chargor or chargee or other person or company dealing with the Bank or with any Receiver appointed by it or with its or his, attorneys or agents shall be bound or concerned to see or enquire whether the powers exercised or purported to be exercised have become exercisable or whether any money remains due actually or contingently on the security of this Debenture or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall have been made or otherwise as to the propriety or regularity of such sale, calling in, collection or conversion or to see to the application of any money paid to the Bank and in the absence of mala fides on the part of such purchaser, mortgagor, mortgagee or other person or company such dealing shall be deemed so far as regards the safety and protection of such purchaser, chargor, chargee person or company to be within the powers hereby conferred and to be valid and effectual accordingly. (f) The Borrower hereby covenants with the Bank on demand to pay all costs, charges and expenses incurred by the Bank or by any Receiver appointed by it in the exercise of any powers conferred by this Debenture or which they or he shall properly incur in or about the Receiver's powerspreservation or attempted preservation of this security or of the goodwill, authorities undertaking, property, assets and discretions conform rights hereby charged with interest at the highest rate payable by the Borrower to the directions and regulations from time to time given or made by the Security TrusteeBank.

APPOINTMENT AND POWERS OF RECEIVER. (a) 14.1 At any time on or after the security hereby created has become enforceable, Enforcement Date or if requested by the Mortgagor, Company the Security Trustee Noteholder may by deed or by instrument in writing either under seal or under the hand of a any director or other duly authorised officer of the Security Trustee, appoint any person one or more persons to be a Receiver (a) Receiver(s) of the Collateral Charged Assets of the Company or any part of such Charged Assets. 14.2 Where more than one Receiver is appointed each joint Receiver shall have power to act severally and independently of any other joint Receiver except to the extent that the Noteholder may from time specify to time fix its or their remunerations and the contrary in the appointment. The Noteholder may (subject where relevant to Section 45 of the Insolvency Act 1986) remove any Receiver so appointed and appoint another in its his place. Where more than one Receiver is so appointed, any reference in this Deed . 14.3 Subject to a Receiver shall apply to both or all Section 45 of the Receivers so Insolvency Act 1986, the Noteholder may in respect of the Company: (a) remove any Receiver previously appointed under this Guarantee and the appointment shall be deemed to be a joint and several appointment so that the rights, powers, duties and discretions vested in the Receiver may be exercised jointly by the Receivers so appointed or severally by each of them.Debenture; and (b) The appoint another person or other persons as Receiver or Receivers either in the place of a Receiver so removed or who has otherwise ceased to act or to act jointly with a Receiver or Receivers previously appointed under this Guarantee and Debenture. 14.4 A Receiver shall (save as otherwise required or provided as a matter of law) be the agent of the Mortgagor Company and the Mortgagor Company shall be solely responsible for the Receiver's his acts or defaults and for the Receiver's remuneration and the his remuneration. 14.5 A Receiver shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise statute (but in the case of powers conferred by the Law of Property Act 1925 without the restrictions imposed by law or any ordinance or other statutory provision contained in relation to the exercise Section 103 of any power of sale or consolidationthat Act) and power on behalf and at the cost of the Mortgagor Company (notwithstanding any liquidation of the MortgagorCompany) to do [Mortgage of Shares] or omit to do anything which the Mortgagor Company could do or omit to do in relation to the Collateral Charged Assets or any part thereof.of them. In particular (but without limitation) a Receiver shall have power to do all or any of the following acts and things in respect of the Company and the Charged Assets in respect of which he is appointed namely: (a) take possession of, collect and get in all or any of the Charged Assets, exercise in respect of the Securities all voting or other powers or rights available to a registered holder of the Securities in such manner as he may think fit and bring, defend or discontinue any proceedings or submit to arbitration in the name of the Company or otherwise as may seem expedient to him; (b) carry on, manage, develop, reconstruct, amalgamate or diversify the business of the Company or any part of it, or concur in so doing, lease or otherwise acquire and develop or improve properties or other assets without being responsible for loss or damage; (c) The Receiver shall raise or borrow any money from or incur any other liability to the Noteholder or others on such terms, with or without security, as he may think fit and so that any such security may be or include a charge on the whole or any part of the Charged Assets ranking in priority to this Guarantee and Debenture or otherwise; (d) without the restrictions imposed by Section 103 of the Law of Property Act 1925 or the need to observe any of the provisions of Sections 99 and 100 of such Act, sell by public auction or private contract, let, surrender or accept surrenders, grant licences or otherwise dispose of or deal with all or any of the Charged Assets or concur in so doing in such manner for such consideration and generally on such terms and conditions as he may think fit, with full power to convey, let, surrender, accept surrenders or otherwise transfer or deal with such Charged Assets in the exercise name and on behalf of the Receiver's powersCompany or otherwise and so that covenants and contractual obligations may be granted and assumed in the name of and so as to bind the Company (or other estate owner if he shall consider it necessary or expedient so to do) and so that any such sale, authorities lease or disposition may be for cash, Guarantee and discretions conform Debentures or other obligations, shares, stock, securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit, and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all the Secured Obligations, plant, machinery and other fixtures may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting the premises sold without the consent of the Company; (e) promote the formation of companies with a view to the directions same purchasing, leasing, licensing, or otherwise acquiring interests in all or any of the Charged Assets or otherwise arrange for such companies to trade or cease to trade and regulations to purchase, lease, license or otherwise acquire all or any of the Charged Assets on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit; (f) make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient; (g) make and effect such repairs, renewals and improvements to the Charged Assets or any part of them as he may think fit and maintain, renew, take out or increase insurances; (h) appoint managers, agents, officers and employees for any of such purposes or to guard or protect the Charged Assets at such salaries and commissions and for such periods and on such terms as he may determine and may dismiss the same; (i) make calls conditionally or unconditionally on the members of the Company in respect of uncalled capital; (j) without any further consent by or notice to the Company exercise for and on behalf of the Company all the powers and provisions conferred on a landlord or a tenant by the Landlord and Tenant Acts, the Rents Acts, the Housing Acts or the Agricultural Holdings Act or any other legislation from time to time given in force in any relevant jurisdiction relating to rents or made agriculture in respect of any part of the Properties, but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised; (k) sign any document, execute any deed and do all such other acts and things as may be considered by him to be incidental or conducive to any of the above matters or powers or to the realisation of the security of the Noteholder and to use the name of the Company for all the above purposes; (l) do all the acts and things described in Schedule 1 to the Insolvency Act 1986 as if the words “he” and “him” referred to the Receiver and “company” referred to the Company; (m) to exercise all the powers of the Noteholder under this Guarantee and Debenture. 14.6 The Noteholder may from time to time determine the remuneration of any Receiver without being limited to the maximum rate specified in Section 109(6) of the Law of Property Act 1925. A Receiver shall be entitled to remuneration appropriate to the work and responsibilities involved upon the basis of charging from time to time adopted by the Security TrusteeReceiver in accordance with the current practice of his firm. 14.7 The Noteholder may at any time after the Enforcement Date or if requested by any Company appoint one or more persons to be (an) administrator(s) of any or all of the Company pursuant to the Insolvency Act 1986.

APPOINTMENT AND POWERS OF RECEIVER. (a) 12.1 At any time after the security hereby created has become enforceable, occurrence of an Enforcement Event (which is continuing) or if requested by at any time after any Obligor so requests the Mortgagor, the Security Trustee may in writing either from time to time appoint under seal or under hand of a duly authorised officer or employee of the Trustee any person or persons to be receiver and manager or receivers and managers (herein called "Receiver" which expression shall where the context so admits include the plural and any substituted receiver and manager or receivers and managers) of the Secured Assets or any part or parts thereof and from time to time under seal or under hand of a duly authorised officer of the Security Trustee, appoint any person or persons to be a Receiver of the Collateral and may from time to time fix its or their remunerations and may Trustee remove any Receiver so appointed and may so appoint another or other in its placehis stead. Where If the Trustee appoints more than one person as Receiver is so appointed, of any reference in this Deed to a Receiver shall apply to both or all of the Receivers so appointed and the appointment Secured Assets, each such person shall be deemed entitled (unless the contrary shall be stated in the appointment) to be a joint and several appointment so that exercise all the rights, powers, duties powers and discretions vested in hereby or by statute conferred on Receivers individually and to the Receiver may be exercised jointly by exclusion of the Receivers so appointed other or severally by each others of them. (b) 12.2 The foregoing powers of appointment of a Receiver shall be in addition to and not to the prejudice of all statutory and other powers of the Trustee under the Conveyancing Acts 1881 to 1911 (and so that any statutory power of sale shall be exercisable without the restrictions contained in Section 20 of Conveyancing Act, 1881) or otherwise and so that such powers shall be and remain exercisable by the Trustee in respect of any part of the Secured Assets notwithstanding the appointment of a Receiver thereover or over any other part of the Secured Assets. 12.3 A Receiver so appointed shall at all times and for all purposes be the agent of the Mortgagor Obligor for which he is appointed and the Mortgagor such Obligor shall be solely responsible for his acts default and remuneration. 12.4 A Receiver so appointed to an Obligor shall have and be entitled to exercise all powers conferred by the Receiver's acts or defaults and for Conveyancing Acts 1881 to 1911 in the Receiver's remuneration and same way as if the Receiver had been duly appointed thereunder and shall have all the powers conferred from time to time on mortgagees or receivers by law or otherwise (furthermore, but without the restrictions imposed by law or limiting any ordinance or other statutory provision in relation to the exercise of any powers hereinbefore referred to, have power of sale or consolidation) and power on behalf and at the cost of the Mortgagor (notwithstanding any liquidation of the Mortgagor) to do [Mortgage of Shares] the following things either in his own name or omit to do anything which the Mortgagor could do or omit to do in relation to the Collateral or any part thereof. (c) The Receiver shall in the exercise name of the Receiver's powers, authorities and discretions conform to the directions and regulations from time to time given or made by the Security Trustee.such Obligor:-