Common use of Enforcement of Security Clause in Contracts

Enforcement of Security. 7.1. The security hereby constituted shall become enforceable upon the occurrence of an Enforcement Event which is continuing. 7.2. At any time after the occurrence of an Enforcement Event which is continuing, the rights conferred on the Chargee under this Charge or by law shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee or any Receiver appointed hereunder without further notice to the Chargor: 7.2.1. may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in a such manner as the Chargee may think fit; and/or 7.2.2. may complete any share transfer forms then held by the Chargee pursuant to this Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or 7.2.4. may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Chargee, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or 7.2.5. may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.3. At any time after the security constituted by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by the Chargee and/or any Receiver (as appropriate). 7.4. Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee shall not be obliged to make any enquiry as to the nature or 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 it by this Charge or to which the it may at any time be entitled hereunder. 7.6. Neither the Chargee nor any of its respective 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 gross negligence, dishonesty or willful default. 7.7. The provisions of section 97 of the Act (Taking possession), section 99(1) (Mortgagee in possession) and section 101 (Applications under sections 97 and 100) shall not apply to this Charge.

Enforcement of Security. 7.1. The security hereby constituted shall become enforceable upon the occurrence of an Enforcement Event which is continuing. 7.2. At Upon, at any time after the occurrence of, and during the continuance of an Enforcement Event which is continuingof Default the Collateral Agent shall be entitled to put into force and exercise immediately, without further notice to the rights conferred on Chargor (without prejudice to the Chargee notice of default under section 11 of the Credit Agreement), as and when it may see fit, any and every power possessed by it by virtue of this Charge or by law shall be immediately exercisable upon and at any time thereafter and, in particular (without prejudice to the generality of the foregoing, the Chargee or any Receiver appointed hereunder without further notice to the Chargor:): 7.2.1. (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property Security Assets or any part thereof and may exercise such powers in a such manner as the Chargee Collateral Agent may think fit; and/or; 7.2.2. (b) may complete any share transfer forms remove the then held existing directors and officers (with or without cause) by dating and presenting the Chargee undated, signed letters of resignation delivered pursuant to this Charge in the name of the Chargee Charge; (or its nomineec) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or 7.2.4. may receive and retain all dividends, interest or other moneys monies or assets accruing on or in respect of the Charged Property Security Assets or any part thereof, such dividends, interest or other moneys monies or assets to be held by the ChargeeCollateral Agent, until applied in the manner described in clause 7(g), as additional security charged under and subject to the terms of this Charge and any such dividends, interest and or other moneys monies or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee Collateral Agent and paid or transferred to the Chargee Collateral Agent on demand; and/or; 7.2.5. (d) may sell, transfer, grant options over or otherwise dispose of the Charged Property Security Assets or any part thereof at such place and in such manner and at such price or prices as the Chargee Collateral Agent may deem fitfit subject to and in accordance with the prior authorisation and consent of the Bermuda Monetary Authority in so far as the sale, transfer, grant or option or disposal concern the Shares, and thereupon the Chargee Collateral Agent shall have the right to deliver, assign and transfer in accordance therewith the Charged Property Security Assets so sold, transferred, granted options over or otherwise disposed of.; 7.3. At any time after (e) the security constituted by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by the Chargee and/or any Receiver (as appropriate). 7.4. Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee Collateral Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Charge or to make any claim or to take any action to collect any moneys monies assigned by this Charge or to enforce any rights or benefits assigned to it the Collateral Agent by this Charge or to which the it Collateral Agent may at any time be entitled hereunder.; 7.6. Neither (f) upon any sale of the Chargee Security Assets or any part thereof by the Collateral Agent the purchaser shall not be bound to see or enquire whether the Collateral Agent’s power of sale has become exercisable in the manner provided in this Charge and the sale shall be deemed to be within the power of the Collateral Agent, and the receipt of the Collateral Agent 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 provided that the purchaser purchases the Security Assets in an arm’s-length transaction; (g) all monies received by the Collateral Agent pursuant to this Charge shall be held by it upon trust and shall be applied by it in accordance with section 4.05 of the Credit Agreement; (h) neither the Collateral Agent nor any of its respective 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 gross negligence, dishonesty negligence or willful default.dishonesty; 7.7. The provisions of section 97 (i) the Collateral Agent shall not by reason of the Act taking of possession of the whole or any part of the Security Assets 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 of omission for which a mortgagee-in-possession might be liable; and (Taking possession), section 99(1j) (Mortgagee the powers provided in possession) this Charge are cumulative with and section 101 (Applications under sections 97 and 100) shall not apply to exclusive of powers provided by law or equity independently of this Charge.

Enforcement of Security. 7.1. The security hereby constituted shall become enforceable upon the occurrence of an Enforcement Event which is continuing. 7.2. At any time after the occurrence of an Enforcement Event which is continuing, the rights conferred on the Chargee under this Charge or by law shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee or any Receiver appointed hereunder without further notice to the Chargor: 7.2.1. may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in a such manner as the Chargee may think fit; and/or 7.2.2. may complete any share transfer forms then held by the Chargee pursuant to this Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or 7.2.4. may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Chargee, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or 7.2.5. may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.3. At any time after the security constituted by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by the Chargee and/or any Receiver (as appropriate). 7.4. Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee shall not be obliged to make any enquiry as to the nature or 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 it by this Charge or to which the it may at any time be entitled hereunder. 7.6. Neither the Chargee nor any of its respective 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 gross negligence, dishonesty or willful default. 7.7. The provisions of section 97 of the Act (Taking possession), section 99(1) (Mortgagee in possession) and section 101 (Applications under sections 97 and 100) shall not apply to this Charge.

Enforcement of Security. 7.1. The security hereby constituted shall become enforceable upon the occurrence of an Enforcement Event of Default which is continuingcontinuing and the acceleration of the Loans and for so long as such acceleration shall not have been rescinded. 7.2. At any time after the occurrence of an Enforcement Event of Default which is continuingcontinuing and the acceleration of the Loans and for so long as such acceleration shall not have been rescinded, the rights conferred on the Chargee under this Charge or by law shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee or any Receiver appointed hereunder without further notice to the Chargor: 7.2.1. may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in a such manner as the Chargee may think fit; and/or 7.2.2. may complete any share transfer forms then held by the Chargee pursuant to this Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or. 7.2.4. may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Chargee, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or 7.2.5. may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.3. At any time after the security constituted by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by the Chargee and/or any Receiver (as appropriate). 7.4. Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee shall not be obliged to make any enquiry as to the nature or 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 it by this Charge or to which the it may at any time be entitled hereunder. 7.6. Neither the Chargee nor any of its respective 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 gross negligence, dishonesty or willful default. 7.7. The provisions of section 97 of the Act (Taking possession), section 99(1) (Mortgagee in possession) and section 101 (Applications under sections 97 and 100) shall not apply to this Charge.

Enforcement of Security. 7.1. The security hereby constituted shall become enforceable upon the occurrence of an Enforcement Event which is continuing. 7.2. At 8.1 Upon or at any time after the occurrence of an Enforcement Event which is continuingof Default, the security hereby constituted shall become immediately enforceable and the rights conferred on of enforcement of the Chargee Collateral Agent under this Charge or by law Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee or any Receiver appointed hereunder Collateral Agent without further notice to the ChargorChargor and exercising such powers in such manner as the Collateral Agent may think fit in its discretion and shall not be under any obligation to act unless directed by any written instructions of the Noteholders as required by the terms of the Securities Purchase Agreement: 7.2.1. (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof thereof; and (b) may remove the existing directors and may exercise such powers in a such manner as officers (with or without cause) by dating and presenting the Chargee may think fit; and/or 7.2.2. may complete any share transfer forms then held by the Chargee undated, signed letters of resignation delivered pursuant to this Charge in the name of the Chargee Mortgage; and (or its nomineec) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or 7.2.4. may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the ChargeeCollateral Agent, until applied in the manner described in Section 8.5 as additional security charged under and subject to the terms of this Charge Mortgage and any such dividends, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee Collateral Agent and paid or transferred to the Chargee Collateral Agent on demand; and/orand 7.2.5. (d) may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such a commercially reasonable manner and at such price or prices as directed by the Chargee may deem fitNoteholders, and thereupon the Chargee Collateral Agent shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.3. At 8.2 The Collateral Agent 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 Collateral Agent by this Mortgage or to which the Collateral Agent may at any time after the security constituted by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by the Chargee and/or any Receiver (as appropriate)entitled hereunder. 7.4. 8.3 Upon any sale or disposal of the Charged Property or any part thereof by the ChargeeCollateral Agent, the purchaser shall not be bound to see or enquire whether the ChargeeCollateral Agent’s power of sale has become exercisable in the manner provided in this Charge Mortgage and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the ChargeeCollateral Agent, and the receipt of the Chargee Collateral Agent 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. 7.5. 8.4 In making any sale or disposal of any of the Charged Property or making any acquisition, the Collateral Agent may do so for such consideration, in such manner and on such terms as it thinks fit. 8.5 The Chargee cash proceeds of Charged Property received in connection with the sale or other disposition of, or collection on, such Charged Property upon the exercise of remedies, shall not be obliged applied by the Collateral Agent first, to make pay any enquiry as claims of the Collateral Agent in respect of all costs and expenses incurred by the Collateral Agent in connection with the collection or realization of such cash or funds or the administration of this Mortgage; second, to the nature or sufficiency of any payment received by it under this Charge Collateral Agent for the Noteholders for application to the Secured Obligations in accordance with the Securities Purchase Agreement until such Secured Obligations are paid in full; and then, to the Chargor or to make any claim or whomsoever may be lawfully entitled to take any action to collect any moneys assigned by this Charge or to enforce any rights or benefits assigned to it by this Charge or to which receive the it same as a court of competent jurisdiction may at any time be entitled hereunderdirect. 7.6. 8.6 Neither the Chargee Collateral Agent nor any of its respective agents, managers, officers, employees, delegates and advisers shall be liable to any person (including any Noteholder) 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 gross negligence, dishonesty negligence or willful defaultmisconduct (in each case as finally judicially determined). 7.7. 8.7 The provisions of section 97 Collateral Agent shall not by reason of the Act (Taking possession), section 99(1) (Mortgagee in possession) and section 101 (Applications under sections 97 and 100) shall not apply taking of possession of the whole or any part of the Charged Property be liable to this Chargeaccount 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. The 6.1 Upon the occurrence of an Event of Default the security hereby constituted shall become immediately enforceable upon and the occurrence of an Enforcement Event which is continuing. 7.2. At Chargee may, at any time after time, without notice to, or consultation with, or the occurrence of an Enforcement Event which is continuingconsent of, the rights conferred on Chargor so far as permitted by applicable law: (a) following the Chargee under this Charge or by law shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality transfer of legal title of the foregoing, Charged Shares to the Chargee or any Receiver appointed hereunder without further notice its nominee, and the Charged Shares ceasing to the Chargor: 7.2.1. may be treasury shares, solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in a such manner as the Chargee may think fitfit (the rights to voting are only in so far as entitled under applicable law); and/or 7.2.2. may complete any share (b) following the transfer forms then held by of legal title of the Charged Shares to the Chargee pursuant to this Charge in the name of the Chargee (or its nominee) , and the Chargor shall do whatever the Chargee requires in order Charged Shares ceasing to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or allbe treasury shares, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or 7.2.4. may receive and retain all dividends, interest interest, distributions or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest interest, distributions or other moneys or assets to be held by the Chargee, until applied in the manner described in Clause 6.4, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and interest, distributions or other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demanddemand (the rights to dividends are only in so far as entitled under applicable law); and/or 7.2.5. may (c) 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 (d) subject to the express terms of the Loan Agreements sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of; and/or (e) complete any undated blank share transfer forms of all or any part of the Charged Property by dating the same and/or inserting its name or the name of its nominee as transferee. 7.3. At 6.2 The Chargee shall not be obliged to make any time after enquiry as to the security constituted nature or 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 has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement or to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by enforce any rights or benefits assigned to the Chargee and/or by this Charge or to which the Chargee may at any Receiver (as appropriate)time be entitled hereunder. 7.4. 6.3 Upon any sale of the Charged Property or any part thereof by the Chargee, Chargee the purchaser shall not be bound to see or enquire whether the Chargee’s 's power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee shall not be obliged to make any enquiry as to the nature or 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 it by this Charge or to which the it may at any time be entitled hereunder. 7.6. 6.4 Neither the Chargee nor any of its respective 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 hereunder, and in no event shall the Chargee be liable for consequential damages. 6.5 The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property hereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realization or for any default or omission for which a mortgagee-in-possession might be liable. 6.6 In addition to all other rights or powers vested in the absence Chargee hereunder or by statute or otherwise, the Receiver may take such action in relation to the enforcement of gross negligencethis Charge to: (a) take possession of, dishonesty redeem, collect and get in all or willful defaultany 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 m 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 (the rights to voting are only in so far as entitled under applicable law); (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. 7.7. The provisions of section 97 6.7 Every Receiver shall, so far as it concerns responsibility for his acts, be deemed to be an agent of the Act 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. 6.8 Every Receiver shall be entitled to remuneration for his services at a rate to be fixed by agreement between him and the Chargee (Taking possession)or, section 99(1failing such agreement, to be fixed by the Chargee) (Mortgagee in possession) appropriate to the work and section 101 (Applications under sections 97 and 100) shall not apply to this Chargeresponsibilities involved, upon the basis of current industry practice.

Enforcement of Security. 7.1. The 7.1 Upon the occurrence of an Event of Default that is continuing the security hereby constituted shall become immediately enforceable upon and the occurrence power of an Enforcement Event which is continuing. 7.2. At any time after sale and other powers specified in Section 30 of the occurrence Conveyancing Xxx 0000 (applied in respect of an Enforcement Event which is continuing, the rights conferred on the Chargee under personal property as well as real property) as varied or amended by this Charge or by law shall be immediately exercisable upon and the Chargee may, at any time thereafter andtime, without prejudice to notice to, or consultation with, or the generality of the foregoingconsent of, the Chargee or any Receiver appointed hereunder without further notice to the Chargor: 7.2.1. may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in a such manner as the Chargee may think fit; and/or 7.2.2. may complete any share transfer forms then held by the Chargee pursuant to this Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or 7.2.4. may a. receive and retain all dividends, interest interest, distributions or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest interest, distributions or other moneys or assets to be held by the Chargee, until applied in the manner described in Clause 7.5, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and interest, distributions or other moneys or assets received by the Chargor after such time shall be held in trust by each of the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or 7.2.5. may b. 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 c. sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of; and/or d. complete any undated blank share transfer forms of all or any part of the Charged Property by dating the same and/or inserting its name or the name of its nominee as transferee. 7.3. At any time after 7.2 The Chargor hereby waives the entitlement conferred by Section 29 of the Conveyancing Act 1983 (to the extent applicable) and agrees that Section 31 of that Act (to the extent applicable) shall not apply to the security constituted created by this Charge. For the avoidance of doubt, the powers of the Chargee by virtue of this Charge shall not be limited to those specified in Section 30 of the Conveyancing Xxx 0000. For the purpose of all powers conferred by statute, the Secured Obligations shall be deemed to have become due and payable on the date hereof. 7.3 The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Charge or to enforce any rights or benefits assigned to the Chargee by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement or to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by which the Chargee and/or may at any Receiver (as appropriate)time be entitled hereunder. 7.4. 7.4 Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment 7.5 All moneys received by it under the Chargee pursuant to 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 it by this Charge or to which shall be applied in accordance with the it may at any time be entitled hereunderLSA. 7.6. 7.6 Neither the Chargee nor any of its respective 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 gross negligence, dishonesty fraud or willful defaultdishonesty. 7.7. 7.7 The provisions of section 97 Chargee shall not by reason of the Act (Taking possession)taking of possession of the whole or any part of the 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. 7.8 In addition to all other rights or powers vested in the Chargee hereunder or by statute or otherwise, section 99(1) (Mortgagee the Receiver may take such action in possession) relation to the enforcement of this Charge to: a. take possession of, redeem, collect and section 101 (Applications under sections 97 get in all or any part of the Charged Property; b. raise or borrow money and 100) 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 not apply 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. 7.9 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. 7.10 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. The security hereby constituted shall become enforceable upon the occurrence of an Enforcement Event of Default which is continuing. 7.2. At any time after the occurrence of an Enforcement Event of Default which is continuing, the rights conferred on the Chargee under this Charge or by law shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee or any Receiver appointed hereunder without further notice to the Chargor: 7.2.1. may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in a such manner as the Chargee may think fit; and/or 7.2.2. may complete any share transfer forms then held by the Chargee pursuant to this Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever the Chargee requires in order to procure the prompt registration of such transfer and the prompt issue of a new certificate or certificates for the relevant Charged Property in the name of the Chargee; and/or 7.2.3. date any or all, as the Chargee in its absolute discretion may deem appropriate, of the letters of resignation of the Directors and Secretary of the Company provided to the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and sign, seal, execute, deliver, acknowledge, file and register all such documents, instruments, agreements, certificates and any other document (including, but not limited to, such letters of resignation) and do any and all such other acts or things as the Chargee may in its absolute discretion deem necessary or desirable to remove any or all of the Directors and/or Secretary from the office of director or, as the case may be, secretary of the Company; and/or. 7.2.4. may receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Chargee, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or 7.2.5. may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.3. At any time after the security constituted by this Charge has become enforceable: 7.3.1. the statutory power of sale conferred by section 100 (Power of sale) of the Act free from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)); and 7.3.2. the incidental powers of sale conferred by section 102 (Incidental powers) will immediately arise and be exercisable by the Chargee and/or any Receiver (as appropriate). 7.4. Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and for the purposes and benefit of such purchaser the sale shall be deemed to be within the power of the Chargee, and the receipt of the 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. 7.5. The Chargee shall not be obliged to make any enquiry as to the nature or 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 it by this Charge or to which the it may at any time be entitled hereunder. 7.6. Neither the Chargee nor any of its respective 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 gross negligence, dishonesty or willful default. 7.7. The provisions of section 97 of the Act (Taking possession), section 99(1) (Mortgagee in possession) and section 101 (Applications under sections 97 and 100) shall not apply to this Charge.