Common use of Enforcement of Security Clause in Contracts

Enforcement of Security. 7.1 At any time after, and only after, the occurrence of an Event of Default which is continuing, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent: (a) solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Mortgagee may think fit; (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand; (d) take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable law. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claims: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgage. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At For the purposes of this Mortgage, any time afterof the following events shall constitute an “Event of Default”: 7.1.1 Any of the Mortgagors or HoldCo shall fail to pay any of the Secured Obligations when due. 7.1.2 Any representation or warranty by either Mortgagor under or in connection with this Mortgage shall prove to have been incorrect in any material respect when made or deemed made. 7.1.3 Either Mortgagor fails to perform or observe any other term, covenant or agreement contained in this Mortgage on its part to be performed or observed and only afterany such failure remains unremedied for a period of 10 days from the occurrence thereof (unless such failure is not capable of remedy). 7.1.4 Any levy upon, seizure or attachment of the Mortgaged Property. 7.1.5 Any “Event of Default” (as defined in any other Shortfall Security Document) shall occur and not be cured within five (5) Business Days following its occurrence. 7.2 Upon the occurrence of an Event of Default which is continuingDefault, the security hereby constituted shall become immediately enforceable and immediately thereafter the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter andMortgagee, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentMortgagors: (a) 7.2.1 may solely and exclusively exercise all voting and/or consensual other rights and/or powers and/or discretions attaching or pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the Transaction Documents and may exercise such voting and/or other rights and/or powers and/or discretions in such manner as the Mortgagee may think fit;; and/or (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) 7.2.2 may receive and retain all dividends, interest or other moneys or assets Assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets Assets to be held by the Mortgagee, until applied in the manner described in Section 7.6, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and or other moneys or assets Assets received by the any Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand;; and/or 7.2.3 may (di) take possession ofif the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligations, get indeem the Mortgaged Property to have been transferred to the Mortgagee absolutely and the Mortgagors shall immediately pay the balance of the Secured Obligations as if they were the principal obligors or (ii) if the Fair Market Value of the Mortgaged Property is greater than the amount of the Secured Obligations, assign, exchange, sell, transfer, grant options over deem an amount of the Mortgaged Property having a Fair Market Value equal to the Secured Obligations to have been transferred to the Mortgagee absolutely with the remainder of the Mortgaged Property being released and transferred to the Mortgagors free of this Mortgage; and/or 7.2.4 may sell or otherwise dispose of the Mortgaged Property or any part thereof by such method, at such place and in upon such manner and at such price or prices terms as the Mortgagee may deem fitdetermine, provided that and apply the proceeds of such sale or disposition in satisfaction of all or a portion of the Mortgaged Property or any portion thereof Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be made in a commercially reasonable manner released and conducted in conformity with commercially reasonable practices, and thereupon transferred to the Mortgagee shall have the right to deliver, assign and transfer Mortgagors (for ratable allocation between them in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of with the Mortgaged Shares as shown on the Register pledged by them hereunder) free of Members;this Mortgage; and/or (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority 7.2.5 may revoke any proxies, mandates and other documents executed and delivered pursuant to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawSection 5.4. 7.2 7.3 [Reserved] 7.4 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 7.5 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, Mortgagee the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for of the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 7.6 All moneys received or realised under by the powers conferred by Mortgagee pursuant to this Mortgage shall be held by it upon trust in the first place to pay or make good all such expenses, liabilities, losses, costs, duties, fees, mortgages or other moneys whatsoever as may have been paid or incurred by the Mortgagee in exercising any of the powers specified or otherwise referred to in this Mortgage and the balance shall be applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgage. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At any time after, and only after, Upon the occurrence of an Event of Default which is continuingDefault, the security hereby constituted shall become immediately enforceable and immediately thereafter the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter andMortgagee, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentMortgagor: (a) 7.1.1 may solely and exclusively exercise all voting and/or consensual other rights and/or powers and/or discretions attaching or pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the Transaction Documents and may exercise such voting and/or other rights and/or powers and/or discretions in such manner as the Mortgagee may think fit;; and/or (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) 7.1.2 may receive and retain all dividends, interest or other moneys or assets Assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets Assets to be held by the Mortgagee, until applied in the manner described in Section 7.5, as additional security mortgaged and charged under and subject to the terms of this IPCo Mortgage and any such dividends, interest and or other moneys or assets Assets received by the Mortgagor after such time shall be held in trust by such the Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand;; and/or 7.1.3 may (di) take possession ofif the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligations, get indeem the Mortgaged Property to have been transferred to the Mortgagee absolutely and the Mortgagor shall immediately pay the balance of the Secured Obligations as if it was the principal obligor or (ii) if the Fair Market Value of the Mortgaged Property is greater than the amount of the Secured Obligations, assign, exchange, sell, transfer, grant options over deem an amount of the Mortgaged Property having a Fair Market Value equal to the Secured Obligations to have been transferred to the Mortgagee absolutely with the remainder of the Mortgaged Property being released and transferred to the Mortgagor free of this IPCo Mortgage; and/or 7.1.4 may sell or otherwise dispose of the Mortgaged Property or any part thereof by such method, at such place and in upon such manner and at such price or prices terms as the Mortgagee may deem fitdetermine, provided that and apply the proceeds of such sale or disposition in satisfaction of all or a portion of the Mortgaged Property or any portion thereof Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be made in a commercially reasonable manner released and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority transferred to the Mortgage or otherwise);Mortgagor free of this IPCo Mortgage; and/or (f) settle7.1.5 may revoke any proxies, adjust, refer mandates and other documents executed and delivered pursuant 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawSection 5.4. 7.2 [Reserved] 7.3 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this IPCo Mortgage or to make any claim or to take any action to collect any moneys assigned by this IPCo Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this IPCo Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 7.4 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, Mortgagee the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this IPCo Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for of the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 7.5 All moneys received or realised under by the powers conferred by Mortgagee pursuant to this IPCo Mortgage shall be held by it upon trust in the first place to pay or make good all such expenses, liabilities, losses, costs, duties, fees, mortgages or other moneys whatsoever as may have been paid or incurred by the Mortgagee in exercising any of the powers specified or otherwise referred to in this IPCo Mortgage and the balance shall be applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured ObligationsObligations as are then due and payable, in such order or application as the Mortgagee shall think fit; 7.5.2 SECONDLY: in retention of an amount equal to any part or parts of the Secured Obligations as are not then due and payable but which (in the reasonable opinion of the Mortgagee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Section 7.5 (provided, that, when assessing Secured Obligations that may become due and payable in the future, the Mortgagee shall exclude contingent de minimis liabilities of any Credit Party that are not then outstanding for expense reimbursements and indemnification obligations under any Note Documents); and (c) THIRD7.5.3 THIRDLY: as to the surplus (if any), ) shall be paid to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee Mortgagor or to whomsoever else may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretionbe entitled thereto. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise exercise, or failure to exercise, of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgagedishonesty. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At The Chargee shall be entitled to declare all or any time afterpart of the security hereby created immediately enforceable: (1) the Chargor has failed to duly perform any part of the Secured Obligations when due or on demand; or (2) if the Chargor is in default under any of the terms hereof or in breach of any of its representations, and only after, warranties undertakings or obligations under this Charge; or (3) upon the occurrence of an any Event of Default which is continuing, Default. 7.2 Upon the security hereby constituted shall become immediately becoming enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter andthereafter, the Chargee may without prejudice to any of its rights under this Charge, to the generality exclusion of the foregoing the Mortgagee Chargor, and without further any notice to or further consent or concurrence by the Mortgagor mayChargor exercise all rights and enjoy all benefits attaching to the Charged Securities as if it was a sole beneficial owner thereof including without limitation the right to vote and to receive dividends. 7.3 Upon the security hereby constituted becoming enforceable after the Chargee has given to the Chargor a notice of its intention to dispose of the Charged Securities, whether acting on the Chargee shall be entitled to dispose of or appropriate to its own behalf or through use and benefit (the last mentioned being treated as a receiver or agent: (asale at fair market value less costs incurred in such sale) solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property Charged Securities or any part thereof (provided that if it is by way of a judicial sale, the Chargee or its nominee may obtain leave to bid) by such method, upon such terms and for such consideration (whether payable or deliverable immediately or by installments) as the Chargee may in its absolute discretion determine with power to postpone any such Disposition and in any such case the Chargee may exercise any and all rights attaching to the Charged Securities as it in its discretion may determine and without being answerable for any loss occasioned by such powers Disposition or resulting from postponement thereof or the exercise of such rights. The Chargor shall not have any claim against the Chargee or its nominee in respect of any loss arising out of any such sale or any postponement thereof howsoever caused and whether or not a better price could or might have been obtained upon the sale of the Share or any of them by deferring or advancing the date of such sale. 7.4 All monies received by the Chargee in respect of the Disposition by it of the Charged Securities or any part thereof or otherwise howsoever arising out of the exercise by the Chargee of its power hereunder shall be applied in or towards payment of the Secured Obligations in such manner order as the Mortgagee may think Chargee deems fit; (b) date and present . If such proceeds are insufficient to discharge the Secured Obligations in full, then nothing contained in this Charge shall prejudice the rights of the Chargee against any of the Company or any other person under this Charge in respect of such deficiency. In connection with any undated proposed Disposition, the Chargor hereby waives all rights to confidentiality in respect of the Share or business of the Company and its subsidiaries. 7.5 For the purpose of assisting the Chargee in the exercise of any rights conferred by this Clause 7, the Chargor hereby covenants that it will execute such instruments of transfer, proxies and other documents provided as the Chargee may reasonably require and will procure the registration of transfers of the Charged Securities and the entry of the Chargee or such persons it may appoint in the register of members as the holder of the Charged Securities and give all necessary assistance to the Chargee in arranging the registration of the transfer of the Charged Securities to the Chargee or such persons it may appoint in the books of the Company and the entry of the Chargee or such persons it may appoint in the register of members of the Company as the holder of the Charged Securities. 7.6 Without prejudice to any rights of the Chargee under this Charge, upon the security becoming enforceable and at any time thereafter, the Chargee may, by deed, or otherwise in writing signed by any officer or manager of the Chargee or any person authorised for this purpose by the Chargee, appoint one or more persons to be a Receiver of the Charged Securities and may from time to time fix his or their remunerations. The Chargee may similarly remove any Receiver so appointed and appoint any person as additional or replacement Receiver(s). If the Chargee appoints more than one person as Receiver, the Chargee may give those persons power to act either jointly or severally or jointly and severally. 7.7 Any Receiver appointed pursuant to Clause 4 7.6 shall have, in relation to the Charged Securities in respect of which it is appointed: (a) the rights, powers, discretions, privileges and immunities conferred on mortgagors, mortgagees in possession and/or receivers by any applicable law; (b) the powers and rights of an absolute owner and power to do or omit to do anything which the Chargor itself could do or omit to do (including without limitation the right, in relation to the Company whose shares, ownership interests or other securities are charged pursuant to this Charge, to concur or participate in any other provision of this Mortgagethe matters specified in Clause 7.2, in each case in such manner and on such terms as such Receiver may think fit, and the proceeds of any such action shall form part of the Charged Securities); (c) receive the powers and retain all dividends, interest or other moneys or assets accruing rights conferred on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand;Chargee; and (d) take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place powers and rights set out in such manner and at such price or prices as the Mortgagee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof Schedule. 7.8 Each Receiver shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any such Receiver's rights, powers, discretions, privileges and immunities conform to the directions and regulations from time to time given or made by the Chargee. 7.9 Any Receiver shall be the agent of the rights conferred on Chargor for all purposes. The Chargor alone shall be responsible for each Receiver's contracts, engagements, acts, omissions, defaults and losses and for liabilities incurred by that Receiver, except for the Mortgagee under gross negligence or by virtue wilful default of that Receiver. 7.10 The Chargee may determine the remuneration of any document Receiver and any maximum rate specified in any applicable legislation shall (to which the extent capable of being excluded) not apply. The Chargee may direct payment of that remuneration out of moneys such Receiver receives in its capacity as such. The Chargor alone shall be liable for the remuneration and all other costs, losses, liabilities and expenses of any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawReceiver. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claims: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 7.11 Neither the Mortgagee Chargee nor its agents, managers, officers, employees, delegates and advisers any Receiver shall be liable for any claimlosses, demandinvoluntary or otherwise, liability, loss, damage, cost or expense incurred or arising which arise in connection with the exercise by the Chargee or purported exercise such Receiver of its powers under this Charge. 7.12 Any rights conferred by this Charge upon a Receiver may be exercised by the Chargee while the security is enforceable, whether or not the Chargee shall have taken possession or appointed a Receiver of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach all of the terms of this MortgageCharged Securities. 7.7 The Mortgagee shall not by reason 7.13 Each of the taking of possession of Chargee and any Receiver may delegate in any manner to any person any rights exercisable by it under this Charge. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as the whole or any part of Chargee or, as the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liablecase may be, such Receiver thinks fit.

Enforcement of Security. 7.1 At any time after, and only after, 8.1 Upon the expiry of 30 calendar days following the giving by the Chargee to the Chargor of written notice of the enforcement of this Charge following the occurrence of an Event of Default which is continuingDefault, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and Chargee may, at any time thereafter andfollowing the expiry of such 30 calendar day period, without prejudice to the generality of the foregoing the Mortgagee without further notice to to, or consultation with, or the Mortgagor mayconsent of, whether acting on its own behalf or through a receiver or agentthe Chargor: (a) solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Charged Property or any part thereof and may exercise such powers in such manner as the Mortgagee Chargee may think fit;; and/or (b) date remove the then existing directors and present to officers (with or without cause) by dating and presenting the Company or any other person any undated documents provided to it undated, signed letters of resignation delivered pursuant to Clause 4 or any other provision of this Mortgage;Charge; and/or (c) receive and retain all dividends, interest interest, distributions or other moneys or assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest interest, distributions or other moneys or assets to be held by the MortgageeChargee, until applied in the manner described in Sub-Clause 8.4, as additional security mortgaged and charged under and subject to the terms of this Mortgage Charge and any such dividends, interest and interest, distributions or other moneys or assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor the Chargor for the Mortgagee Chargee and paid or transferred to the Mortgagee Chargee on demand;; and/or (d) take possession of, get in, assign, exchange, appoint by instrument any person to be a receiver of the Charged Property (the “Receiver”) and remove any Receiver so appointed and appoint another or others in his stead; and/or (e) sell, transfer, grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee Chargee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee Chargee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Charged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);of; and/or (f) settle, adjust, refer to arbitration, compromise and arrange complete any claims, accounts, disputes, questions and demands with undated blank share transfer forms of all or by any person who is or claims to be a creditor part of the Mortgagor relating to Charged Property by dating the Mortgaged Property, solely with respect to same and/or inserting its name or the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts name of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any its nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawtransferee. 7.2 8.2 The Mortgagee Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage Charge or to make any claim or to take any action to collect any moneys assigned by this Mortgage Charge or to enforce any rights or benefits assigned to the Mortgagee Chargee by this Mortgage Charge or to which the Mortgagee Chargee may at any time be entitled hereunder. 7.3 8.3 Upon any sale of the Mortgaged Charged Property or any part thereof by the Mortgagee, Chargee the purchaser shall not be bound to see or enquire whether the MortgageeChargee’s power of sale has become exercisable in the manner provided in this Mortgage Charge and the sale shall be deemed to be within the power of the MortgageeChargee, and the receipt of the Mortgagee Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 8.4 All moneys received by the Chargee pursuant to this Charge shall be held in the first place to pay or realised under make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers conferred by specified or otherwise referred to in this Mortgage Charge and the balance shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECONDFIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured ObligationsObligations as are then accrued due and payable or are then due and payable by virtue of payment demanded, in such order or application as the Chargee shall think fit; (b) SECONDLY: in retention of an amount equal to any part or parts of the Secured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Chargee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Sub-Clause 8.4; and (c) THIRDTHIRDLY: as to the surplus (if any), ) shall be repaid promptly to the MortgagorChargor or whosoever else may be entitled thereto. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 8.5 Neither the Mortgagee Chargee nor its agents, managers, officers, employees, delegates and or advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder [in the absence of fraud or dishonesty; however, wilful default, gross negligence or any breach of in no event shall the terms of this MortgageChargee be liable for consequential damages. 7.7 8.6 The Mortgagee Chargee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Charged Property or any part thereof hereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable. 8.7 In addition to all other rights or powers vested in the Chargee hereunder or by statute or otherwise, the Receiver may take such action in relation to the enforcement of this Charge to: (a) take possession of, redeem, collect and get in all or any part of the Charged Property; (b) raise or borrow money and grant security therefor over all or any part of the Charged Property; (c) appoint an attorney or accountant or other professionally qualified person to assist him in the performance of his functions; (d) do all acts and to execute in the name and on behalf of the Chargor any document or deed in respect of all or any part of the Charged Property; (e) in the name of the Chargor or in his own name, bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Charged Property and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings; (f) sell, call in, collect and convert to money the Charged Property or any of it at such place and in such manner and at such price or prices as he shall think fit; (g) exercise any powers, discretion, voting or other rights or entitlements in relation to the Charged Property and generally to carry out any other action which he may in his sole discretion deem appropriate in relation to the enforcement of this Charge; (h) make any arrangement or compromise which he shall think expedient; and (i) 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 the Receiver lawfully may or can do as agent for the Chargor. 8.8 Every Receiver shall, so far as it concerns responsibility for his acts, be deemed to be an agent of the Chargor, which shall be solely responsible for his acts and defaults and for the payment of his remuneration and no Receiver shall at any time act as agent for the Chargee. 8.9 Every Receiver shall be entitled to remuneration for his services at a rate to be fixed by agreement between him and the Chargee (or, failing such agreement, to be fixed by the Chargee) appropriate to the work and responsibilities involved, upon the basis of current industry practice.

Enforcement of Security. 7.1 At any time after, and only after, Upon the occurrence of an Event of Default which is continuing, the security hereby constituted shall become immediately enforceable and the rights power of enforcement sale and other powers specified in section 75 of the Mortgagee under Registered Land Law (applied in respect of Personal property as well as real property) as varied or amended by this Mortgage Charge shall be immediately exercisable upon and at any time thereafter and, immediately thereafter; and without prejudice to the generality of the foregoing foregoing, the Mortgagee Chargee (without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:Chargor): (a) may solely and exclusively exercise all voting and/or consensual other rights and/or powers and/or discretions attaching or pertaining to the Mortgaged Charged Property or any part thereof and may exercise such voting and/or rights and/or powers and/or discretions in such manner as the Mortgagee Chargee may think fit;; and/or (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) may receive and retain all dividends, interest or other moneys or assets Assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest or other moneys or assets Assets to be held by the MortgageeChargee, until applied in the manner described in clause 7.3, as additional security mortgaged and charged under and subject to the terms of this Mortgage Charge and any such dividends, interest and or other moneys or assets Assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor the Chargor for the Mortgagee Chargee and paid or Transferred to the Chargee on demand; and/or (c) may (i) if the Fair Market Value of the Charged Property is less than the amount of the Secured Obligations, transfer the Charged Property to the Chargee absolutely and the Chargor shall immediately pay the balance of the Secured Obligations as if it was the principal obligor or (ii) if the Fair Market Value of the Charged Property is greater than the amount of the Secured Obligations, transfer an amount of the Charged Property having a Fair Market Value equal to the Secured Obligations to the Chargee absolutely with the remainder of the Charged Property being released and transferred to the Mortgagee on demand;Chargor free of this Charge; and/or (d) take possession of, get in, assign, exchange, sell, transfer, grant options over may sell or otherwise dispose of the Mortgaged Charged Property or any part thereof by such method, at such place and in upon such manner and at such price or prices terms as the Mortgagee Chargee may deem fitdetermine, provided that and apply the proceeds of such sale or disposition in satisfaction of all or a portion of the Mortgaged Property or any portion thereof Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be made in a commercially reasonable manner released and conducted in conformity with commercially reasonable practices, and thereupon transferred to the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed Chargor free of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;this Charge; and/or (e) borrow may appoint by instrument any Person or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims Persons to be a creditor receiver or receivers of the Mortgagor relating to Charged Property (the Mortgaged Property, solely with respect to the Mortgaged Property; (g“Receiver”; it being understood no Receiver shall be appointed unless an Event of Default shall have occurred and be continuing) bring, prosecute, enforce, defend and abandon actions, suits remove any Receiver so appointed and proceedings appoint another or others in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawhis stead. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 Upon any sale of the Mortgaged Charged Property or any part thereof by the Mortgagee, Chargee the purchaser shall not be bound to see or enquire whether the MortgageeChargee’s power of sale has become exercisable in the manner provided in this Mortgage Charge and the sale shall be deemed to be within the power of the MortgageeChargee, and the receipt of the Mortgagee Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefortherefore. 7.4 Any money 7.3 All moneys received by the Chargee pursuant to this Charge shall be held by it upon trust in the first place to pay or realised under make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers conferred by specified or otherwise referred to in this Mortgage Charge and the balance shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECONDFIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured ObligationsObligations as are then accrued due and payable, in such order or application as the Chargee shall think fit; (b) SECONDLY: in retention of an amount equal to any part or parts of the Secured Obligations as are not then due and payable but which (in the reasonable opinion of the Chargee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Clause 7.3 (provided, that, when assessing Secured Obligations that may become due and payable in the future, the Chargee shall exclude contingent de minimis liabilities of any Credit Party that are not then outstanding for expense reimbursements and indemnification obligations under any Note Documents); and (c) THIRDTHIRDLY: as to the surplus (if any), ) shall be paid to the MortgagorChargor or to whomsoever else may be entitled thereto. 7.4 The Chargee shall not be obliged to make any enquiry as to the nature of sufficiency of any payment received by it under this Charge or to make any claim or to take any action to collect any moneys assigned by this Charge or to enforce any rights or benefits assigned to the Chargee by this Charge or to which the Chargee may at any time be entitled hereunder. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee Chargee nor its agents, managers, officers, employees, delegates and or advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise exercise, or failure to exercise, of any rights, powers and discretions hereunder in the absence of dishonesty, wilful defaultfraud, gross negligence or any breach of the terms of this Mortgagewillful misconduct. 7.7 7.6 The Mortgagee Chargee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable. 7.7 In addition to all other rights or powers vested in the Chargee hereunder or by statute or otherwise, the Receiver shall have the following powers; (a) to take possession of, collect and get in all or any part of the Charged Property; (b) in the name of the Chargor or in his own name, to bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Charged Property and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings; (c) to make any arrangement or compromise on behalf of the Chargor in respect of the Charged Property which he shall think expedient; and (d) 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 the Receiver lawfully may or can do as agent for the Chargor. 7.8 Chargor hereby irrevocably and fully waives any and all claims it may at any time have against Chargee, Alibaba, any Receiver or any related party for the acts or omissions of any Receiver, other than claims arising from fraud, gross negligence or willful misconduct. 7.9 Every Receiver shall be entitled to remuneration (to be paid by the Chargor) for his services at a rate to be fixed by agreement between him and the Chargee (or, failing such agreement, to be fixed by the Chargee) appropriate to the work and responsibilities involved, upon the basis of current industry practice.

Enforcement of Security. 7.1 At any time after, and only after, Upon the occurrence of an Event of Default which is continuingDefault, the security hereby constituted shall become immediately enforceable and immediately thereafter the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter andMortgagee, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentMortgagors: (a) 7.1.1 may solely and exclusively exercise all voting and/or consensual other rights and/or powers and/or discretions attaching or pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the Transaction Documents and may exercise such voting and/or other rights and/or powers and/or discretions in such manner as the Mortgagee may think fit;; and/or (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) 7.1.2 may receive and retain all dividends, interest or other moneys or assets Assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets Assets to be held by the Mortgagee, until applied in the manner described in Section 7.5, as additional security mortgaged and charged under and subject to the terms of this Legal Mortgage of IPCo Shares and any such dividends, interest and or other moneys or assets Assets received by the either Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand;; and/or 7.1.3 may (di) take possession ofif the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligations, get indeem the Mortgaged Property to have been transferred to the Mortgagee absolutely and the Mortgagors shall immediately pay the balance of the Secured Obligations as if they were the principal obligors or (ii) if the Fair Market Value of the Mortgaged Property is greater than the amount of the Secured Obligations, assign, exchange, sell, transfer, grant options over deem an amount of the Mortgaged Property having a Fair Market Value equal to the Secured Obligations to have been transferred to the Mortgagee absolutely with the remainder of the Mortgaged Property being released and transferred to the Mortgagors free of this Legal Mortgage of IPCo Shares; and/or 7.1.4 may sell or otherwise dispose of the Mortgaged Property or any part thereof by such method, at such place and in upon such manner and at such price or prices terms as the Mortgagee may deem fitdetermine, provided that and apply the proceeds of such sale or disposition in satisfaction of all or a portion of the Mortgaged Property or any portion thereof Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be made in a commercially reasonable manner released and conducted in conformity with commercially reasonable practices, and thereupon transferred to the Mortgagee shall have the right to deliver, assign and transfer Mortgagors (for ratable allocation between them in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of with the Mortgaged Shares as shown on the Register pledged by them) free of Members;this IPCo Mortgage; and/or (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority 7.1.5 may revoke any proxies, mandates and other documents executed and delivered pursuant to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawSection 5.4. 7.2 Other than following an Event of Default, Mortgagee shall not use or exercise the letters referred to in Section 4.2.3 or the resolutions referred to in Section 4.2.7. 7.3 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Legal Mortgage of IPCo Shares or to make any claim or to take any action to collect any moneys assigned by this Legal Mortgage of IPCo Shares or to enforce any rights or benefits assigned to the Mortgagee by this Legal Mortgage of IPCo Shares or to which the Mortgagee may at any time be entitled hereunder. 7.3 7.4 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, Mortgagee the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Legal Mortgage of IPCo Shares and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for of the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 7.5 All moneys received by the Mortgagee pursuant to this Legal Mortgage of IPCo Shares shall be held by it upon trust in the first place to pay or realised under make good all such expenses, liabilities, losses, costs, duties, fees, mortgages or other moneys whatsoever as may have been paid or incurred by the Mortgagee in exercising any of the powers conferred by specified or otherwise referred to in this Legal Mortgage of IPCo Shares and the balance shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured ObligationsObligations as are then due and payable, in such order or application as the Mortgagee shall think fit; 7.5.2 SECONDLY: in retention of an amount equal to any part or parts of the Secured Obligations as are not then due and payable but which (in the reasonable opinion of the Mortgagee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Section 7.5 (provided, that, when assessing Secured Obligations that may become due and payable in the future, the Mortgagee shall exclude contingent de minimis liabilities of any Credit Party that are not then outstanding for expense reimbursements and indemnification obligations under any Note Documents); and (c) THIRD7.5.3 THIRDLY: as to the surplus (if any), ) shall be paid to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged Mortgagors ratably in full, accordance with the Mortgagee number of Mortgaged Shares pledged by them or to whomsoever else may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretionbe entitled thereto. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise exercise, or failure to exercise, of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgagedishonesty. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At any time after, and only after, the occurrence of an Event of Default which is continuing, 13.1 If the security hereby constituted shall become immediately enforceable as herein provided, time shall be considered as of the essence of this contract, and the rights of enforcement Mortgagee shall be entitled to put into force and exercise all the powers and remedies possessed by it according to law as mortgagee and chargee of the Mortgagee under this Mortgage shall be immediately exercisable upon Vessel, and at any time thereafter and, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentin particular: (a) solely and exclusively exercise all voting and/or consensual powers pertaining to take possession of the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Mortgagee may think fitVessel; (b) date to recover and present collect all freights, passage moneys, remuneration for salvage or towage services, hire moneys and all other income or earnings then due or to become due to the Company or any other person any undated documents provided Owner in respect of the Vessel and to it pursuant to Clause 4 or any other provision give a good accounting therefor on behalf of this Mortgagethe Owner; (c) receive to require that all policies, contracts, certificates of entry and retain all dividendsother records relating to Insurances (including details of and correspondence concerning outstanding claims) be delivered forthwith to such adjusters and/or brokers and/or other insurers as the Mortgagee may nominate; however, interest the Owner makes no representation or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, warranty as additional security mortgaged and charged under and subject to the terms continuing effectiveness of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demandpolicies; (d) to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under any policy or contract of insurance relating to the Vessel and to take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at institute all such place and proceedings in such manner and at such price or prices connection therewith as the Mortgagee may deem fit, provided that in its absolute discretion thinks fit and to permit the sale of brokers through whom collection or recovery is effected to charge and retain the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Membersusual brokerage therefor; (e) borrow to discharge, compound, release or raise money either unsecured compromise claims in respect of the Vessel which have given or may give rise to any charge or lien on the security of the Mortgaged Property (either in Vessel having priority to over the Mortgage or otherwise)which are or may be enforceable by proceedings against the Vessel; (f) settleto sell the Vessel or any share therein, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or without the benefit of any charterparty or other engagement, by public auction or private contract, at any person who is place in the world, with or claims without advertisement, for cash or on Loan and otherwise and upon such terms as the Mortgagee in its absolute discretion may determine so long as in accordance with applicable laws, with power to be a creditor of postpone any such sale and without being answerable for any loss occasioned by such sale or resulting from postponement thereof, and at any such public sale to purchase the Mortgagor relating Vessel and to set off the Mortgaged Property, solely with respect to purchase price against the Mortgaged PropertyObligations; (g) bringto manage the Vessel (and, prosecutefor such purpose to appoint and/or remove any manager of the Vessel) and to insure the Vessel on such terms and with such insurers and against such risks as the Mortgagee may in its absolute discretion think fit, enforceand to maintain and repair the Vessel and to hold, defend lay up, lease, contract, operate or otherwise use the Vessel in such manner and abandon actionsfor such period as the Mortgagee in its absolute discretion deems expedient, suits accounting only for the net proceeds (if any) of such use, and proceedings for the purposes aforesaid to do all acts and things incidental or conducive thereto in relation all respects as if the Mortgagee were the owner of the Vessel without being responsible for any loss thereby incurred; provided, however, at such time as the Mortgagee enters upon and takes possession of the Vessel, the Owner shall not be held responsible by the Mortgagee for any damage to third parties resulting from or after the Mortgaged Property, solely with respect to Mortgagee's possession of the Mortgaged Property;Vessel; and (h) redeem any security (whether or not having priority to recover from the Mortgage) over the Mortgaged Property Owner on demand all reasonable expenses, payments and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as disbursements incurred by the Mortgagee would be capable of exercising in or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property about or incidental to the exercise by it of any of the rights conferred on the Mortgagee under powers aforesaid not otherwise reimbursed or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable law. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled recovered hereunder. 7.3 13.2 Upon any sale of the Mortgaged Property Vessel or any part thereof share therein by the Mortgagee, Mortgagee pursuant to this Section 13 the purchaser shall not be bound to see or enquire whether the Mortgagee’s 's power of sale has become exercisable arisen in the manner provided in this Mortgage and herein provided, the sale shall be deemed to be within the power of the Mortgagee, Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claims: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgage. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At 6.1 Upon or at any time after, and only after, after the occurrence of an Event of Default which (as long as an Event of Default is continuing, ) or a demand being made for the payment of the Secured Obligations the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee Security Trustee under this Share Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing the Mortgagee Security Trustee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentChargor: (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Charged Property or any part thereof and may exercise such powers in a such manner as the Mortgagee Security Trustee may think fit;; and/or (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the MortgageeSecurity Trustee, until applied in the manner described in Clause 9 as additional security mortgaged and charged under and subject to the terms of this Share Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor Chargor for the Mortgagee Security Trustee and paid or transferred to the Mortgagee Security Trustee on demand;; and/or (dc) take possession of, get in, assign, exchange, may sell, transfer, grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee Security Trustee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee Security Trustee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Charged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawof. 7.2 6.2 The Mortgagee Security Trustee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Share Mortgage or to make any claim or to take any action to collect any moneys assigned by this Share Mortgage or to enforce any rights or benefits assigned to the Mortgagee Security Trustee by this Share Mortgage or to which the Mortgagee Security Trustee may at any time be entitled hereunder. 7.3 6.3 A certificate in writing by an officer or agent of the Security Trustee that any power of sale or other disposal has arisen and is exercisable shall be conclusive prima facie evidence of that fact, in favour of a purchaser of all or any part of the Charged Property. 6.4 Upon any sale or disposal of the Mortgaged Charged Property or any part thereof by the MortgageeSecurity Trustee in accordance with the provisions of this Share Mortgage, the purchaser shall not be bound to see or enquire whether the MortgageeSecurity Trustee’s power of sale has become exercisable in the manner provided in this Share Mortgage and the sale shall be deemed to be within the power of the MortgageeSecurity Trustee, and the receipt of the Mortgagee Security Trustee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable thereforthere for. 7.4 Any money received 6.5 In making any sale or realised under the powers conferred by this Mortgage shall be paid or applied in the following order of priority, subject to the discharge disposal of any prior-ranking claims: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee Charged Property or making any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in fullacquisition, the Mortgagee Security Trustee may refrain from applying or enforcing any other moneysdo so for such consideration, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in on such order terms as it shall decide in its unfettered discretionthinks fit. 7.6 6.6 Neither the Mortgagee Security Trustee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgagewilful misconduct (in each case as finally judicially determined). 7.7 6.7 The Mortgagee Security Trustee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At 8.1 The Mortgagee shall be entitled to declare all or any time afterpart of the security hereby constituted immediately enforceable if: (1) any Obligor has failed to discharge, and only after, perform or observe any part of the Secured Obligations in any material respect when due; or (2) there shall be an occurrence of an Event of Default Default; or (3) the Mortgagor does or omits to do any act, deed, matter or thing, or knowingly or willingly permits or suffers any act, deed, matter or thing to be done or omitted to be done by which, directly or indirectly, which is continuing, will result in this Deed and the security herein to become materially reduced in value to the Mortgagee as a security. 8.2 Upon the security hereby constituted shall become immediately becoming enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter andthereafter, the Mortgagee may, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent: (a) solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Mortgagee may think fit; (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand; (d) take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable law. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned available to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claims: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply to any other security held by the Mortgagee in respect of the Secured Obligations: (1) without any notice to or further consent or concurrence by the Mortgagor or any other persons exercise all rights and enforce such moneys, security enjoy all benefits attaching to the Mortgaged Securities as if it was the sole beneficial owner thereof; and (2) Dispose of or rights appropriate to its own use and benefit (the last mentioned being treated as a sale at fair market value less costs incurred in such manner sale) the Mortgaged Securities or any part thereof by such method, upon such terms and for such consideration (whether payable or deliverable immediately or by installments) as the Mortgagee may in its absolute discretion determine with power to postpone any such Disposition and in any such case the Mortgagee may exercise any and all rights attaching to the Mortgaged Securities as the Mortgagee in its discretion may determine and without being answerable for any loss occasioned by such Disposition or resulting from postponement thereof or the exercise of such rights. 8.3 All monies received by the Mortgagee in respect of the Disposition by it of the Mortgaged Securities or any part thereof or otherwise howsoever arising out of the exercise by the Mortgagee of its power hereunder shall, be applied in or towards payment of the Secured Obligations in such order as it the Mortgagee deems fit. If such proceeds are insufficient to discharge the Secured Obligations in full, then nothing contained in this Deed shall decide prejudice the rights of the Mortgagee against the Obligors or any other person under this Deed in its unfettered discretionrespect of such deficiency and vice versa. In connection with any proposed Disposition, the Mortgagor hereby waives all rights to confidentiality in respect of the Mortgaged Securities. 7.6 Neither 8.4 For the purpose of assisting the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rightsrights conferred by this Clause 8, powers the Mortgagor hereby covenants that it will promptly do all such deeds, assurances, acts and discretions hereunder in things or procure other interested party so to do and execute or procure the absence execution of dishonestyall such instruments of transfer, wilful default, gross negligence or any breach of proxies and other documents as the terms of this MortgageMortgagee may reasonably require from time to time. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At any time after, and only after, Upon the occurrence of an Event of Default which is continuingDefault, the security Encumbrance hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and Chargee, at any time thereafter andthereafter, without prejudice to the generality of the foregoing the Mortgagee without further notice to or consultation with or consent of the Mortgagor Chargor may, whether acting on its own behalf or through a receiver or agent: (a) 7.1.1 take possession of the Charged Property or any part thereof or otherwise exercise in relation to the Charged Property or any part thereof all of the rights of a registered and beneficial owner; 7.1.2 solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Charged Property or any part thereof and may exercise such powers in such manner as the Mortgagee Chargee may think fit; (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) 7.1.3 receive and retain all dividends, interest interest, distributions or other moneys or assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest interest, distributions or other moneys or assets to be held by the MortgageeChargee, until applied in the manner described in Clause 7.3, as additional security mortgaged and charged under and subject to the terms of this Mortgage Charge and any such dividends, interest and interest, distributions or other moneys or assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor the Chargor for the Mortgagee Chargee and paid or transferred to the Mortgagee Chargee on demand; (d) take possession of, get in, assign, exchange, 7.1.4 sell, transfer, grant options option over or otherwise dispose of or appropriate to its own use and benefit (the Mortgaged last mentioned being treated as a sale at fair market value less costs incurred in such sale) the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee Chargee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made reasonably determine in a commercially reasonable manner and conducted in conformity with commercially reasonable practicesgood faith, and thereupon the Mortgagee Chargee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Charged Property so sold, transferred, granted options over or otherwise disposed of; and/or 7.1.5 complete any undated blank share transfer forms of including by way of changing the ownership all or any part of the Mortgaged Shares as shown on Charged Property by dating the Register of Members; (esame and/or inserting the name(s) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (ftransferee(s) 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 Mortgagor relating to the Mortgaged Charged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable law. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 Upon any sale by the Chargee of the Mortgaged Charged Property or any part thereof by the MortgageeChargee, the purchaser shall not be bound to see or enquire whether the MortgageeChargee’s power of sale has become exercisable in the manner provided in this Mortgage Charge and the sale shall be deemed to be within the power of the MortgageeChargee, and the receipt of the Mortgagee Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 7.3 All proceeds received by the Chargee pursuant to this Charge shall be held by it upon trust in the first place to pay or realised under make good all such reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers conferred by specified or otherwise referred to in this Mortgage Charge and the balance shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgage. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

Enforcement of Security. 7.1 At any time after, and only after, Upon the occurrence of an Event of Default which is continuingDefault, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee Chargee under this Mortgage Charge shall be immediately exercisable upon and at any time thereafter for so long as such Event of Default is continuing and, without prejudice to the generality of the foregoing the Mortgagee Chargee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentChargor: (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Charged Property or any part thereof and may exercise such powers in a such manner as the Mortgagee Chargee may think fit;; and/or (b) date may remove the then existing directors and present to officers (with or without cause) by dating and presenting the Company or any other person any undated documents provided to it undated, signed letters of resignation delivered pursuant to Clause 4 or any other provision of this Mortgage;Charge; and/or (c) may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the MortgageeChargee, until applied in the manner described in clause 7.4, as additional security mortgaged and charged under and subject to the terms of this Mortgage Charge and any such dividends, interest and other moneys or assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor the Chargor for the Mortgagee Chargee and paid or transferred to the Mortgagee Chargee on demand;; and/or (d) take possession of, get in, assign, exchange, may sell, transfer, grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee Chargee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee Chargee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Charged Property so sold, transferred, granted options over or otherwise disposed of including by way provided that, in the case of changing Clause 7.1(d) only and where the ownership Chargee has determined to sell, transfer or otherwise a private sale or some other disposition other than a public disposal of the Mortgaged Shares as shown on Charged Property in a private sale or some other disposition other than a public sale, the Register of Members; (eChargee shall give notice to the Administrative Borrower in the manner contemplated by Section 9.1(j)(i) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawLoan Agreement. 7.2 The Mortgagee Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage Charge or to make any claim or to take any action to collect any moneys assigned by this Mortgage Charge or to enforce any rights or benefits assigned to the Mortgagee Chargee by this Mortgage Charge or to which the Mortgagee Chargee may at any time be entitled hereunder. 7.3 Upon any sale of the Mortgaged Charged Property or any part thereof by the MortgageeChargee, the purchaser shall not be bound to see or enquire whether the MortgageeChargee’s power of sale has become exercisable in the manner provided in this Mortgage Charge and the sale shall be deemed to be within the power of the MortgageeChargee, and the receipt of the Mortgagee Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money All moneys received or realised under by the powers conferred by Chargee pursuant to this Mortgage Charge shall be paid or applied by the Chargee in accordance with the following order of priority, subject to the discharge of any prior-ranking claims: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration provisions of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the MortgagorAgreement. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee Chargee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonestygross negligence, dishonesty or wilful default, gross negligence or any breach of the terms of this Mortgagemisconduct. 7.7 7.6 The Mortgagee Chargee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgageeChargee-in-possession might be liable.

Enforcement of Security. 7.1 At any time after, and only after, 8.1 Upon the occurrence of an Event of Default which is continuing, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and Chargee may, at any time thereafter andtime, without prejudice to notice to, or consultation with, or the generality of consent of, the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentChargor: (a) solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Charged Property or any part thereof and may exercise such powers in such manner as the Mortgagee Chargee may think fit;; and/or (b) date remove the then existing directors and present to officers (with or without cause) by dating and presenting the Company or any other person any undated documents provided to it undated, signed letters of resignation delivered pursuant to Clause 4 or any other provision of this Mortgage;Charge; and/or (c) receive and retain all dividends, interest interest, distributions or other moneys or assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest interest, distributions or other moneys or assets to be held by the MortgageeChargee, until applied in the manner described in Sub-Clause 8.4, as additional security mortgaged and charged under and subject to the terms of this Mortgage Charge and any such dividends, interest and interest, distributions or other moneys or assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor the Chargor for the Mortgagee Chargee and paid or transferred to the Mortgagee Chargee on demand;; and/or (d) take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee Chargee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee Chargee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Charged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;of; and/or (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Charged Property;; and/or (jf) do anything else it may think fit for the realisation realistaion of the Mortgaged Charged Property or incidental to the exercise of any of the rights conferred on the Mortgagee Chargee under or by virtue of any document to which the Chargor is a party; and/or (g) complete any undated blank share transfer forms of all or any part of the Mortgagor is partyCharged Property by dating the same and/or inserting its name or the name of its nominee as transferee; andand/or (kh) exercise all rights and remedies afforded to it under this Mortgage Charge and applicable law. 7.2 8.2 The Mortgagee Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage Charge or to make any claim or to take any action to collect any moneys assigned by this Mortgage Charge or to enforce any rights or benefits assigned to the Mortgagee Chargee by this Mortgage Charge or to which the Mortgagee Chargee may at any time be entitled hereunder. 7.3 8.3 Upon any sale of the Mortgaged Charged Property or any part thereof by the Mortgagee, Chargee the purchaser shall not be bound to see or enquire whether the MortgageeChargee’s power of sale has become exercisable in the manner provided in this Mortgage Charge and the sale shall be deemed to be within the power of the MortgageeChargee, and the receipt of the Mortgagee Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 8.4 All moneys received by the Chargee pursuant to this Charge shall be held by it upon trust in the first place to pay or realised under make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers conferred by specified or otherwise referred to in this Mortgage Charge and the balance shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment satisfaction of all costs, expenses, fees and remuneration any amounts in respect of the Mortgagee balance of the Secured Obligations as are then accrued due and payable or any receiver incurred pursuant to are then due and payable by virtue of payment demanded, in such order or in connection with application as the Loan Agreement and the other Loan Documents or this MortgageChargee shall think fit; (b) SECOND: in retention of an amount equal to any part or parts of the Secured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Chargee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of the Secured Obligationsthis Sub-Clause 8.4; and (c) THIRD: as to the surplus (if any), ) shall be repaid promptly to the MortgagorChargor or whosoever else may be entitled thereto. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 8.5 Neither the Mortgagee Chargee nor its agents, managers, officers, employees, delegates and or advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of fraud or dishonesty, wilful default, gross negligence or any breach of ; and in no event shall the terms of this MortgageChargee be liable for consequential damages. 7.7 8.6 The Mortgagee Chargee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Charged Property or any part thereof be liable to account as mortgagee-in-in- possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable. 8.7 The Chargor authorises the Chargee (but the Chargee shall not be obliged to exercise such right) after the occurrence of an Event of Default to set-off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Chargee to the Chargor.

Enforcement of Security. 7.1 At any time after, and only after, 6.1 Upon the occurrence of an Event of Default which is continuing, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee Chargee under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing the Mortgagee Chargee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agentChargor: (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Charged Property or any part thereof and may exercise such powers in such a manner as the Mortgagee Chargee may think fit;; and/or (b) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (c) may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the MortgageeChargee, until applied in the manner described in clause 6.4, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor Chargor after such time shall be held in trust by such Mortgagor the Chargor for the Mortgagee Chargee and paid or transferred to the Mortgagee Chargee on demand;; and/or (dc) take possession of, get in, assign, exchange, may sell, transfer, grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee Chargee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee Chargee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Charged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (f) 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 Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (i) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (j) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (k) exercise all rights and remedies afforded to it under this Mortgage and applicable lawof. 7.2 6.2 The Mortgagee Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee Chargee by this Mortgage or to which the Mortgagee Chargee may at any time be entitled hereunder. 7.3 6.3 Upon any sale of the Mortgaged Charged Property or any part thereof by the MortgageeChargee, the purchaser shall not be bound to see or enquire whether the MortgageeChargee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the MortgageeChargee, and the receipt of the Mortgagee Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money 6.4 All moneys received or realised under by the powers conferred by Chargee pursuant to this Mortgage shall be held by it upon trust in the first place to pay or make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers specified or otherwise referred to in this Mortgage and the balance shall be applied in the following order of priority, subject to the discharge of any prior-ranking claimsmanner: (a) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECONDFIRSTLY: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the Mortgagor. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it amounts in respect of the balance of the Secured Obligations as are then accrued due and payable or may apply are then due and enforce such moneyspayable by virtue of payment demanded, security or rights in such manner and in such order or application as it the Chargee shall decide think fit; (b) SECONDLY: in its unfettered discretion. 7.6 Neither retention of an amount equal to any part or parts of the Mortgagee nor its agentsSecured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Chargee) will or may become due and payable in the future and, managersupon the same becoming due and payable, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost in or expense incurred or arising towards satisfaction thereof in connection accordance with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms foregoing provisions of this Mortgage. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.clause 6.4; and

Enforcement of Security. 7.1 At any time after, and only after, after the occurrence of an Event of Default which is continuingDefault, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing foregoing, the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent: (a) take any step for the sale of the Mortgaged Property and/or the conversion of any Mortgaged Shares into ADSs and the subsequent sale of such ADSs; (b) solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Mortgagee may think fit; (bc) date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage; (cd) receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by such the Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand; (de) take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (ef) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (fg) 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 Mortgagor or relating to the Mortgaged Property, solely with respect to the Mortgaged Property; (gh) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to Property or any business of the Mortgaged PropertyMortgagor; (hi) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property; (ij) exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; (jk) do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and (kl) exercise all rights and remedies afforded to it under this Mortgage and applicable law. 7.2 The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder. 7.3 Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. 7.4 Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the following order accordance with clause 3.1 (Order of priority, subject to the discharge of any prior-ranking claims: (aapplication) FIRST: in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage; (b) SECOND: in or towards satisfaction of the Secured Obligations; and (c) THIRD: as to the surplus (if any), to the MortgagorSecurity Trust Deed. 7.5 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion. 7.6 Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgage. 7.7 The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable. 7.7 To the extent permitted under applicable law and subject to other provisions under this Clause 7, the Mortgagor waives all rights it may otherwise have to require that the Mortgaged Property be enforced in any particular order or manner or at any particular time or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Mortgaged Property or of any other security interest, which is capable of being applied in or towards discharge of any of the Secured Obligations is so applied.