Common use of Enforcement of Security Clause in Contracts

Enforcement of Security. 7.1 Upon the occurrence of an Event of Default, the security hereby constituted shall become immediately enforceable and immediately thereafter the Mortgagee, without further notice to the Mortgagors: 7.1.1 may solely and exclusively exercise all voting and/or 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 7.1.2 may 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, until applied in the manner described in Section 7.5, as additional security mortgaged under and subject to the terms of this Legal Mortgage of IPCo Shares and any such dividends, interest or other moneys or Assets received by 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 (i) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligations, deem 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, 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 upon such terms as the Mortgagee may determine, and apply the proceeds of such sale or disposition in satisfaction of all or a portion of the Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them in accordance with the Mortgaged Shares pledged by them) free of this IPCo Mortgage; and/or 7.1.5 may revoke any proxies, mandates and other documents executed and delivered pursuant to Section 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. 7.4 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 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 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. 7.5 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 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 Legal Mortgage of IPCo Shares and the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be 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, or failure to exercise, of any rights, powers and discretions hereunder in the absence of gross negligence or dishonesty.

Enforcement of Security. 7.1 Upon the occurrence of an Event of Default, the security hereby constituted shall become immediately enforceable and immediately thereafter the Mortgagee, without further notice to the MortgagorsMortgagor: 7.1.1 may solely and exclusively exercise all voting and/or 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 7.1.2 may 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, until applied in the manner described in Section 7.5, as additional security mortgaged under and subject to the terms of this Legal IPCo Mortgage of IPCo Shares and any such dividends, interest or other moneys or Assets received by either 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 (i) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligations, deem the Mortgaged Property to have been transferred to the Mortgagee absolutely and the Mortgagors Mortgagor shall immediately pay the balance of the Secured Obligations as if they were it was the principal obligors obligor or (ii) if the Fair Market Value of the Mortgaged Property is greater than the amount of the Secured Obligations, 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 Mortgagor free of this Legal Mortgage of IPCo SharesMortgage; 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 upon such terms as the Mortgagee may determine, and apply the proceeds of such sale or disposition in satisfaction of all or a portion of the Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them in accordance with the Mortgaged Shares pledged by them) Mortgagor free of this IPCo Mortgage; and/or 7.1.5 may revoke any proxies, mandates and other documents executed and delivered pursuant to Section 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.[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 Legal IPCo Mortgage of IPCo Shares or to make any claim or to take any action to collect any moneys assigned by this Legal IPCo Mortgage of IPCo Shares or to enforce any rights or benefits assigned to the Mortgagee by this Legal IPCo Mortgage of IPCo Shares or to which the Mortgagee may at any time be entitled hereunder. 7.4 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 Legal IPCo Mortgage of IPCo Shares and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee 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. 7.5 All moneys received by the Mortgagee pursuant to this Legal IPCo Mortgage of IPCo Shares 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 Legal IPCo Mortgage of IPCo Shares and the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them Mortgagor or to whomsoever else may be 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, or failure to exercise, of any rights, powers and discretions hereunder in the absence of gross negligence or dishonesty.

Enforcement of Security. 7.1 6.1 Upon or at any time after the occurrence of an Event of Default, Default (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 Security Trustee under this Share Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the Mortgagee, generality of the foregoing the Security Trustee without further notice to the MortgagorsChargor: 7.1.1 (a) may solely and exclusively exercise all voting and/or other rights and/or consensual powers and/or discretions attaching or pertaining to the Mortgaged Charged 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 a such manner as the Mortgagee Security Trustee may think fit; and/or 7.1.2 (b) 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 MortgageeSecurity Trustee, until applied in the manner described in Section 7.5, Clause 9 as additional security mortgaged charged under and subject to the terms of this Legal Share Mortgage of IPCo Shares and any such dividends, interest or and other moneys or Assets assets received by either Mortgagor the 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 7.1.3 (c) may (i) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligationssell, deem 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 Obligationstransfer, 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 grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof by such method, at such place and upon in such terms manner and at such price or prices as the Mortgagee Security Trustee may determinedeem fit, and apply thereupon the proceeds of such sale or disposition in satisfaction of all or a portion of Security Trustee shall have the Secured Obligationsright to deliver, assign and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them transfer in accordance with therewith the Mortgaged Shares pledged by them) free of this IPCo Mortgage; and/or 7.1.5 may revoke any proxiesCharged Property so sold, mandates and other documents executed and delivered pursuant to Section 5.4transferred, granted options over or otherwise disposed of. 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 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 Legal Share Mortgage of IPCo Shares or to make any claim or to take any action to collect any moneys assigned by this Legal Share Mortgage of IPCo Shares or to enforce any rights or benefits assigned to the Mortgagee Security Trustee by this Legal Share Mortgage of IPCo Shares or to which the Mortgagee Security Trustee may at any time be entitled hereunder. 7.4 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 Mortgagee Security 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 Legal Share Mortgage of IPCo Shares and the sale shall be deemed to be within the power of the MortgageeSecurity Trustee, and the receipt of the Mortgagee of 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. 7.5 All moneys received by the Mortgagee pursuant to this Legal Mortgage 6.5 In making any sale or disposal of IPCo Shares 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 Charged Property or otherwise referred to in this Legal Mortgage of IPCo Shares and making any acquisition, the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations as are then due and payableSecurity Trustee may do so for such consideration, in such order or application manner and on such terms as the Mortgagee shall think it thinks 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be entitled thereto. 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, or failure to exercise, exercise of any rights, powers and discretions hereunder in the absence of gross negligence or dishonestywilful misconduct (in each case as finally judicially determined). 6.7 The Security Trustee shall not by reason of the 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.

Enforcement of Security. 7.1 Upon the occurrence of an Event of Default, Default or a demand being made for the payment of the Secured Obligations the security hereby constituted shall become immediately enforceable and the power of sale and other powers conferred by Section 30 of the Act as varied or amended by this Mortgage shall be immediately exercisable upon and at any time thereafter and without prejudice to the Mortgagee, generality of the foregoing the Mortgagee without further notice to the MortgagorsMortgagor: 7.1.1 may solely and exclusively exercise all voting and/or other rights and/or consensual 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 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 clause 7.5, as additional security mortgaged under and subject to the terms of this Legal Mortgage of IPCo Shares and any such dividends, interest or other moneys or Assets assets received by either 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 (i) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligationssell, deem 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 Obligationstransfer, 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 grant options over or otherwise dispose of the Mortgaged Property or any part thereof by such method, at such place and upon in such terms manner and at such price or prices as the Mortgagee may determinedeem fit, and apply thereupon the proceeds of such sale or disposition Mortgagee shall have the right to deliver, assign and transfer in satisfaction of all or a portion of the Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them in accordance with connection therewith the Mortgaged Shares pledged by them) free of this IPCo Mortgage; and/orProperty so sold, transferred, granted options over or otherwise disposed of. 7.1.5 7.1.4 may revoke any proxies, mandates and other documents executed and delivered pursuant to Section clause 5.4; and/or 7.1.5 may remove the then existing directors and officers (with or without cause) by dating and presenting the undated, signed letters of resignation delivered pursuant to this Mortgage. 7.2 Other than following an Event The Mortgagor hereby waives the entitlement conferred by Section 29 of Default, Mortgagee the Act (to the extent applicable) and agrees that Section 31 of that Act (to the extent applicable) shall not use or exercise apply to the letters referred security created by this Mortgage. For the avoidance of doubt, the powers of the Mortgagee by virtue of this Mortgage shall not be limited to those specified in Section 4.2.3 or 30 of the resolutions referred Act. For the purpose of all powers conferred by statute, the Secured Obligations shall be deemed to in Section 4.2.7have become due and payable on the date hereof. 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. 7.4 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 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 of 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 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 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 Legal Mortgage of IPCo Shares and the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be entitled theretoIntercreditor Agreement. 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, or failure to exercise, exercise of any rights, powers and discretions hereunder in the absence of gross negligence or dishonesty.

Enforcement of Security. 7.1 Upon At any time after the occurrence of an Event of Default, 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 Mortgageegenerality of the foregoing, the Mortgagee without further notice to the MortgagorsMortgagor may, whether acting on its own behalf or through a receiver or agent: 7.1.1 may (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 other rights and/or consensual 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; 7.1.2 may (c) 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; (d) 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 or and other moneys or Assets assets received by either 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 (ie) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligationstake possession of, deem 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 Obligationsget in, 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 assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof by such method, at such place and upon in such terms manner and at such price or prices as the Mortgagee may determinedeem fit, and apply thereupon the proceeds of such sale or disposition in satisfaction of all or a portion of Mortgagee shall have the Secured Obligationsright to deliver, assign and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them transfer in accordance with 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 pledged as shown on the Register of Members; (f) borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise); (g) settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by themany person who is or claims to be a creditor of the Mortgagor or relating to the Mortgaged Property; (h) free bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor; (i) 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; (j) 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; (k) 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 the Mortgagor is party; and (l) exercise all rights and remedies afforded to it under this IPCo Mortgage; and/or 7.1.5 may revoke any proxies, mandates Mortgage and other documents executed and delivered pursuant to Section 5.4applicable law. 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. 7.4 7.3 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 of 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 accordance with clause 3.1 (Order of application) of the Security Trust Deed. 7.5 All moneys received by Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee pursuant to this Legal Mortgage of IPCo Shares shall be may refrain from applying or enforcing any other moneys, security or rights 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 Legal Mortgage of IPCo Shares and the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance 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 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 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be entitled theretois so applied. 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, or failure to exercise, of any rights, powers and discretions hereunder in the absence of gross negligence or dishonesty.

Enforcement of Security. 7.1 Upon the occurrence of an Event of Default, Default or a demand being made for the payment of the Secured Obligations the security hereby constituted shall become immediately enforceable and the power of sale and other powers conferred by Section 30 of the Act as varied or amended by the Mortgage shall be immediately exercisable upon and at any time thereafter and without prejudice to the Mortgagee, generality of the foregoing the Mortgagee without further notice to the MortgagorsMortgagor: 7.1.1 may solely and exclusively exercise all voting and/or other rights and/or consensual 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 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 describe in Section clause 7.5, as additional security mortgaged under and subject to the terms of this Legal Mortgage of IPCo Shares and any such dividends, interest or other moneys or Assets assets received by either 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 (i) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligationssell, deem 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 Obligationstransfer, 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 grant options over or otherwise dispose of the Mortgaged Property or any part thereof by such method, at such place and upon in such terms manner and at such price or prices as the Mortgagee may determinedeem fit, and apply thereupon the proceeds of such sale Mortgagee shall have the right to deliver, assign or disposition transfer in satisfaction of all or a portion of the Secured Obligations, and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them in accordance with connection therewith the Mortgaged Shares pledged by them) free of this IPCo Mortgage; and/orProperty so sold, transferred, granted options over or otherwise disposed of. 7.1.5 7.1.4 may revoke any proxies, mandates and other documents executed and delivered pursuant to Section clause 5.4; and/or 7.1.5 may remove the then existing directors and officers (with or without cause) by dating and presenting the undated, signed letters of resignation delivered pursuant to this Mortgage. 7.2 Other than following an Event The Mortgagor hereby waives the entitlement conferred by Section 29 of Default, Mortgagee the Act (to the extent applicable) and agrees that Section 31 of that Act (to the extent applicable) shall not use or exercise apply to the letters referred security created by this Mortgage. For the avoidance of doubt, the powers of the Mortgagee by virtue of this Mortgage shall not be limited to those specified in Section 4.2.3 or 30 of the resolutions referred Act. For the purpose of all powers conferred by the statute, the Secured Obligations shall be deemed to in Section 4.2.7have become due and payable on the date hereof. 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. 7.4 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 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 of 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 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 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 Legal Mortgage of IPCo Shares and the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be entitled theretoIntercreditor Agreement. 7.6 Neither the Mortgagee nor its agents, managers, officersofficer, 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, or failure to exercise, exercise of any rights, powers and discretions hereunder in the absence of gross negligence or dishonesty.

Enforcement of Security. 7.1 6.1 Upon or at any time after the occurrence of an Event of Default, Default (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 Security Trustee under this Share Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the Mortgagee, generality of the foregoing the Security Trustee without further notice to the MortgagorsChargor: 7.1.1 (a) may solely and exclusively exercise all voting and/or other rights and/or consensual powers and/or discretions attaching or pertaining to the Mortgaged Charged 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 a such manner as the Mortgagee Security Trustee may think fit; and/or 7.1.2 (b) 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 MortgageeSecurity Trustee, until applied in the manner described in Section 7.5, Clause 9 as additional security mortgaged charged under and subject to the terms of this Legal Share Mortgage of IPCo Shares and any such dividends, interest or and other moneys or Assets assets received by either Mortgagor the 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 7.1.3 (c) may (i) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligationssell, deem 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 Obligationstransfer, 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 grant options over or otherwise dispose of the Mortgaged Charged Property or any part thereof by such method, at such place and upon in such terms manner and at such price or prices as the Mortgagee Security Trustee may determinedeem fit, and apply thereupon the proceeds of such sale or disposition in satisfaction of all or a portion of Security Trustee shall have the Secured Obligationsright to deliver, assign and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them transfer in accordance with therewith the Mortgaged Shares pledged by them) free of this IPCo Mortgage; and/or 7.1.5 may revoke any proxiesCharged Property so sold, mandates and other documents executed and delivered pursuant to Section 5.4transferred, granted options over or otherwise disposed of. 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 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 Legal Share Mortgage of IPCo Shares or to make any claim or to take any action to collect any moneys assigned by this Legal Share Mortgage of IPCo Shares or to enforce any rights or benefits assigned to the Mortgagee Security Trustee by this Legal Share Mortgage of IPCo Shares or to which the Mortgagee Security Trustee may at any time be entitled hereunder. 7.4 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 Mortgagee Security Trustee in accordance with the provisions of this Share Mortgage, the purchaser shall not be bound to see or enquire whether the Mortgagee’s Security Trustee's power of sale has become exercisable in the manner provided in this Legal Share Mortgage of IPCo Shares and the sale shall be deemed to be within the power of the MortgageeSecurity Trustee, and the receipt of the Mortgagee of 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 therefor. 7.5 All moneys received by the Mortgagee pursuant to this Legal Mortgage 6.5 In making any sale or disposal of IPCo Shares 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 Charged Property or otherwise referred to in this Legal Mortgage of IPCo Shares and making any acquisition, the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations as are then due and payableSecurity Trustee may do so for such consideration, in such order or application manner and on such terms as the Mortgagee shall think it thinks 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be entitled thereto. 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, or failure to exercise, exercise of any rights, powers and discretions hereunder in the absence of gross negligence negligence, or dishonestywilful default (in each case as finally judicially determined). 6.7 The Security Trustee shall not by reason of the 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.

Enforcement of Security. 7.1 Upon At any time after the occurrence of an Event of Default, Default (as long as an Event of Default is continuing) or if a demand is made for the payment of the Secured Obligations the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Security Agent under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the Mortgagee, generality of the foregoing the Security Agent without further notice to the MortgagorsMortgagor may, whether acting on its own behalf or through a receiver or agent: 7.1.1 may (a) solely and exclusively exercise all voting and/or other rights and/or consensual powers and/or discretions attaching or pertaining to the Mortgaged Property Shares 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 Security Agent may think fit; and/or; 7.1.2 may (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, including to remove the then existing directors and officers (with or without cause) by dating and presenting the undated, signed letters of resignation delivered pursuant to this Mortgage to appoint such persons as directors of the Company as it shall deem appropriate; (c) receive and retain all dividends, interest or other moneys or Assets assets accruing on or in respect of the Mortgaged Property Shares 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 7.5Security Agent, as additional security mortgaged and charged under and subject to the terms of this Legal Mortgage of IPCo Shares and any such dividends, interest or and other moneys or Assets assets received by either the Mortgagor after such time shall be held in trust by such the Mortgagor for the Mortgagee Security Agent and paid or transferred to the Mortgagee Security Agent on demand; and/or; 7.1.3 may (id) if the Fair Market Value of the Mortgaged Property is less than the amount of the Secured Obligationstake possession of, deem 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 Obligationsget in, 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 assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property Shares or any part thereof by such method, at such place and upon in such terms manner and at such price or prices as the Mortgagee Security Agent may determinedeem fit, and apply thereupon the proceeds of such sale or disposition in satisfaction of all or a portion of Security Agent shall have the Secured Obligationsright to deliver, assign and if such proceeds are in excess of the amount of the Secured Obligations, the remainder shall be released and transferred to the Mortgagors (for ratable allocation between them transfer in accordance with therewith the Mortgaged Shares pledged so sold, transferred, granted options over or otherwise disposed of including by themway of changing the ownership of the Mortgaged Shares as shown on the Register of Members; (e) free borrow or raise money either unsecured or on the security of the Mortgaged Shares (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 or relating to the Mortgaged Shares; (g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Shares or any business of the Mortgagor; (h) redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Shares and to settle the accounts of any person with an interest in the Mortgaged Shares; (i) exercise and do (or permit the Mortgagor or any nominees of the Mortgagor to exercise and do) all such rights and things as the Security Agent would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Shares; (j) do anything else it may think fit for the realisation of the Mortgaged Shares or incidental to the exercise of any of the rights conferred on the Security Agent under or by virtue of any document to which the Mortgagor is a party; and (k) exercise all rights and remedies afforded to it under this IPCo Mortgage; and/or 7.1.5 may revoke any proxies, mandates Mortgage and other documents executed and delivered pursuant to Section 5.4applicable law. 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 Security Agent 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 Security Agent by this Legal Mortgage of IPCo Shares or to which the Mortgagee Security Agent may at any time be entitled hereunder. 7.4 7.3 Upon any sale of the Mortgaged Property Shares or any part thereof by the Mortgagee Security Agent, the purchaser shall not be bound to see or enquire whether the MortgageeSecurity Agent’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 MortgageeSecurity Agent, and the receipt of the Mortgagee of Security 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. 7.4 Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the order as set out in Clause 7 (Application of Proceeds) of the Security Trust Deed. 7.5 All moneys The Security Agent may, at any time after demand and until the irrevocable and unconditional payment to the Security Agent of all Secured Obligations, place and keep to the credit of a suspense account any money received or realised by the Mortgagee pursuant Security Agent by virtue of this Mortgage. The Security Agent shall have no intermediate obligation to this Legal Mortgage apply such money in or towards the discharge of IPCo Shares any Secured Obligations. Amounts standing to the credit of any such suspense account shall bear interest at a rate considered by the Security Agent in good faith to be a fair market rate. 7.6 Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Security Agent may refrain from applying or enforcing any other moneys, security or rights 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 Legal Mortgage of IPCo Shares and the balance shall be applied in the following manner: 7.5.1 FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations as are then due or may apply and payableenforce such moneys, security or rights in such manner and in such order or application as the Mortgagee it shall think fit; 7.5.2 SECONDLY: decide 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 7.5.3 THIRDLY: the surplus (if any) shall be paid to the Mortgagors ratably in accordance with the number of Mortgaged Shares pledged by them or to whomsoever else may be entitled theretoits unfettered discretion. 7.6 7.7 Neither the Mortgagee Security Agent 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, or failure to exercise, exercise of any rights, powers and discretions hereunder in the absence of gross negligence dishonesty or dishonestywilful default. 7.8 The Security Agent shall not by reason of the taking of possession of the whole or any part of the Mortgaged Shares 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. 7.9 The following shall apply with respect to statutory restrictions: (a) the restriction on the consolidation of mortgages and on power of sale imposed by Sections 35 and 40 respectively of the CLP Ordinance shall not apply to the security constituted by this Mortgage; (b) for the purposes of Section 66(5) of the BVI Act there are no limitations on the remedies available to a mortgagee, chargee or receiver in respect of mortgages or charges of shares; (c) for the purposes of Section 66(7)(a) and Section 66(7)(b) of the BVI Act, the remedies available in Section 66(5) of the BVI Act shall not be exercisable until: (i) a period of one hour has elapsed from the occurrence of an Event of Default; and (ii) the Event of Default has not been rectified within one hour of service of a notice specifying the default and requiring rectification thereof. 7.10 For the purpose of all rights and powers implied or granted by statute, the Secured Obligations are deemed to have fallen due on the date of this Mortgage. The power of sale and other powers conferred by Sections 38 and 39 of the CLP Ordinance and all other enforcement powers conferred by this Mortgage shall be immediately exercisable at any time after the occurrence of an Event of Default (as long as an Event of Default is continuing). 7.11 If there is any ambiguity or conflict between the powers contained in the Insolvency Act and/or the CLP Ordinance and those contained in this Mortgage, those contained in this Mortgage shall prevail.