Common use of Enforcement of Security Clause in Contracts

Enforcement of Security. In case any Event of Default has occurred and the Holder has declared the principal of and interest on this Debenture and other moneys payable hereunder to be due and payable pursuant to Section 4.2, the Holder may (to the extent permitted by law): (i) Appoint a Receiver - by instrument in writing appoint any person qualified under applicable legislation, whether an officer or employee of the Holder or not, to be a receiver (which term shall include a receiver and manager) of the Company; and, subject to the provisions of the instrument appointing such receiver, any such receiver so appointed shall have power (to the extent permitted by law): (A) to carry on (or to concur in the carrying on of) all or any part of the business of the Company, (B) to make any arrangement or compromise which the receiver shall consider expedient, (C) to borrow money on the security of the assets of the Company for the purpose of the maintenance, preservation or protection of the business of the Company or for carrying on all or any part of the business of the Company, (D) to sell, lease or otherwise dispose of the whole or any part of the assets of the Company (or to concur therein) at public auction, by public tender or by private sale, with or without advertisement, for cash or upon credit or partly for cash and partly for credit, at such time and upon such terms and conditions as the receiver shall determine with or without notice and with or without advertising and without any formality all of which are hereby waived by the Company, with power to vary or rescind any contract or sale or other contract, buy at any such auction, resell with or under any of the powers conferred hereunder without being answerable for any loss and adjourn any sale from time to time; and the receiver may execute and deliver to any purchaser of the assets of the Company or any part thereof good and sufficient deeds and documents for the same, the receiver being irrevocably constituted the attorney of the Company for the purpose of making any such sale and executing such deeds and documents, provided that such receiver shall be deemed the agent of the Company and not that of the Holder and the Holder shall not be in any way responsible for any misconduct, negligence or non-feasance of any such receiver, his servants, agents or employees. To facilitate the foregoing powers, any such receiver may, to the exclusion of all others, including the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein the assets of the Company may be situate, maintain the assets of the Company upon such premises, borrow money and use assets of the Company directly in carrying on the Company's business or as security for loans or advances to enable him to carry on the Company's business or otherwise, as such receiver shall, in his discretion, determine;

Enforcement of Security. In case any Event of Default has occurred and the Holder has declared the principal of and interest on this Debenture and other moneys payable hereunder to be due and payable pursuant to Section 4.25.2, the Holder may (to the extent permitted by law): (i) Appoint a Receiver - by instrument in writing appoint any person qualified under applicable legislation, whether an officer or employee of the Holder or not, to be a receiver (which term shall include a receiver and manager) of the Company; and, subject to the provisions of the instrument appointing such receiver, any such receiver so appointed shall have power (to the extent permitted by law): (A) to carry on (or to concur in the carrying on of) all or any part of the business of the Company, , (B) to make any arrangement or compromise which the receiver shall consider expedient, , (C) to borrow money on the security of the assets of the Company for the purpose of the maintenance, preservation or protection of the business of the Company or for carrying on all or any part of the business of the Company, , (D) to sell, lease or otherwise dispose of the whole or any part of the assets of the Company (or to concur therein) at public auction, by public tender or by private sale, with or without advertisement, for cash or upon credit or partly for cash and partly for credit, at such time and upon such terms and conditions as the receiver shall determine with or without notice and with or without advertising and without any formality all of which are hereby waived by the Company, with power to vary or rescind any contract or sale or other contract, buy at any such auction, resell with or under any of the powers conferred hereunder without being answerable for any loss and adjourn any sale from time to time; and the receiver may execute and deliver to any purchaser of the assets of the Company or any part thereof good and sufficient deeds and documents for the same, the receiver being irrevocably constituted the attorney of the Company for the purpose of making any such sale and executing such deeds and documents, provided that such receiver shall be deemed the agent of the Company and not that of the Holder and the Holder shall not be in any way responsible for any misconduct, negligence or non-non- feasance of any such receiver, his servants, agents or employees. To facilitate the foregoing powers, any such receiver may, to the exclusion of all others, including the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein the assets of the Company may be situatesituated, maintain the assets of the Company upon such premises, borrow money and use assets of the Company directly in carrying on the Company's business or as security for loans or advances to enable him to carry on the Company's business or otherwise, as such receiver shall, in his discretion, determine;; (ii) Further Rights - exercise any of the other rights to which the Holder is entitled as holder of this Debenture, including the right to take proceedings in any court of competent jurisdiction for the appointment of a receiver or manager, for the sale of the assets of the Company or any part thereof or for foreclosure; (iii) Power of Attorney - act as attorney for the Company (and the Company grants to the Holder its irrevocable power of attorney, which power shall be binding upon the Company and all third parties) to execute and deliver on behalf of the Company all documents and instruments as may be necessary to effect the transfers, assignments and enforcement procedures contemplated in this Section 5.03; and (iv) Holder may Purchase Company's Assets - the Holder may become (and any subsidiary, agent or representative of the Holder may become) a purchaser at any sale of the assets of the Company, whether made under the powers of sale contained in this Debenture or pursuant to judicial proceedings.

Enforcement of Security. In case 6.1 The Pledgee may, upon or at any Event of Default has occurred time after becoming entitled to exercise its rights and enforce the Holder has declared the principal of and interest on Transaction Security created under this Debenture and other moneys payable hereunder to be due and payable pursuant to Section 4.2, the Holder may Agreement in accordance with paragraph (to the extent permitted by law): d) in clause 21.19 (i) Appoint a Receiver - by instrument in writing appoint any person qualified under applicable legislation, whether an officer or employee of the Holder or not, to be a receiver (which term shall include a receiver and managerAcceleration) of the Company; andFacility Agreement, subject send an Enforcement Notice to the provisions Pledgor (with a copy to the Company) and when the delivery of the instrument appointing same becomes effective in accordance with clause 11 (Notices), an “Enforcement Event” shall immediately occur. 6.2 Upon the occurrence of an Enforcement Event which is continuing, all powers conferred by this Agreement or any applicable law shall be immediately exercisable and at any time thereafter, and without prejudice to the generality of the foregoing the Pledgee (and without any obligation to give any notice to the Pledgor, unless a notice is required by applicable law) may: (a) sell, transfer or otherwise dispose of the Charged Property at the best price reasonably obtainable but otherwise upon such receiverterms, at such place and in such manner (whether by public sale or private treaty or through a stockbroker or a securities corporation or otherwise) as the Pledgee may deem fit acting reasonably and in good faith; (b) in connection with or in order to facilitate the sale and/or transfer of the Charged Property to complete and execute any Instruments of Transfer held by the Pledgee in favour of itself or its nominee or nominees or a purchaser of the Charged Property and procure the registration of any such receiver so appointed shall have power (to the extent permitted by law):transfers; (Ac) solely and exclusively exercise all or any of the voting and other rights and/or consensual powers pertaining or attaching to carry on (or to concur in the carrying on of) all or any part of the business Charged Property in such manner as the Pledgee may, in its absolute discretion, think fit; (d) receive, collect, recover, xxx for and if necessary use the name of the Company,Pledgor for the recovery of and retain all dividends, interest or other moneys, distributions of profits, bonus shares or assets, due or receivable or payable on or accruing on or in respect of the Charged Property; (Be) proceed to make protect and enforce its rights by civil action or by other appropriate proceedings either for the sale of the Charged Property in satisfaction of the Secured Obligations or in aid of the exercise of any arrangement contractual power contained herein or compromise which the receiver shall consider expedient,to enforce any other right, power or remedy at law or in equity; and (Cf) to borrow money on the security put into effect all or any of the assets documents referred to in Clause 5. 6.3 Τo the extent that the Charged Property or any part thereof constitute “financial instruments” (in Greek “χρηματοοικονομικά μέσα”) or cash and this Agreement constitutes a “security financial collateral arrangement” (in Greek “συμφωνίαπαροχής χρηματοοικονομικής εξασφάλισης”) (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements Law N.43(I)/2004 (in Greek “οΠερί των Συμφωνιών Παροχής Χρηματοοικονομικής Εξασφάλισης Νόμος 43 (I)/2004”) of the Company for Republic of Cyprus (“FCL”)) the purpose of Pledgee shall have the maintenanceright, preservation or protection of the business of the Company or for carrying on at any time after an Enforcement Event has occurred and is continuing, to appropriate all or any part of the business such financial collateral in or towards discharge of the Company,Secured Obligations and may exercise such right to appropriate upon giving written notice to the Pledgor. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be its market value (the “Relevant Value”) as determined by reference to: (i) either the latest Official Closing Price in respect of Shares (Ozon), or (ii) in the case of an Event of Default in relation to the Shares (Ozon) under clause 21.16 (Exchange) of the Facility Agreement, an independent valuation provided by: (Da) to sellany of Deloitte, lease PricewaterhouseCoopers, Ernst & Young or otherwise dispose KPMG (selected at the sole discretion of the whole Pledgee); or (b) in the event each of the entities referred to in Clause 6.3(a) above refuses to conduct a valuation on grounds other than its disagreement with the price parameters or terms for the provision of services specified in the request for its engagement, any other reputable organisation with its head office located in the U.S., the EU or the United Kingdom, specialising in the independent valuation of businesses selected at the reasonable discretion of the Pledgee. The Pledgor shall procure that the Borrower pays to the Pledgee the fees of any such independent valuation under this Clause 6.3 in accordance with the provisions of the Facility Agreement. The Parties agree that the methods of valuation provided for in this Clause are commercially reasonable for the purposes of the FCL. 6.4 In the event of the Pledgee exercising all or any part of its rights and powers in accordance with the terms of this Agreement, the Pledgor (to the extent possible) will procure that the Company shall register as owner or owners of the assets Initial Shares and/or the Further Shares any and all persons entitled to own the same pursuant to the exercise by the Pledgee of its said rights. 6.5 Without limitation to the generality of the Company (foregoing, in the event of the Pledgee exercising all or any of its rights and powers set out in Clause 6.2, the Pledgee shall be entitled but not obliged, in its sole discretion, to concur therein) at public auction, by public tender use and put into effect all or by private sale, with or without advertisement, for cash or upon credit or partly for cash and partly for credit, at such time and upon such terms and conditions as the receiver shall determine with or without notice and with or without advertising and without any formality all of which are hereby waived by the Company, with power to vary or rescind any contract or sale or other contract, buy at any such auction, resell with or under any of the powers conferred hereunder without being answerable for documents deposited with the Pledgee pursuant to Clause 5 and to register as owners of the Initial Shares and/or the Further Shares the Pledgee and/or any loss and adjourn nominees of the Pledgee and/or any purchasers of the Initial Shares and/or the Further Shares, in case the Initial Shares and/or the Further Shares (or any of them) were sold to one or more third parties. 6.6 Upon any sale from time to time; and the receiver may execute and deliver to any purchaser of the assets of the Company Charged Property or any part thereof good the purchaser shall not be bound to enquire whether the power of sale has arisen in the manner herein provided and sufficient deeds and documents for the same, the receiver being irrevocably constituted the attorney of the Company for the purpose of making any such sale and executing such deeds and documents, provided that such receiver shall be deemed to be within the agent power of the Company Pledgee and not that receipt by the Pledgee of the Holder and purchase money shall effectively discharge the Holder purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way responsible answerable therefor. 6.7 When exercising its rights under this Agreement (including, without limitation, in respect of a sale of the Charged Property) the Pledgee shall act in good faith but shall not be liable to the Pledgor for any misconductneglect or default of any nature whatsoever in connection with the Charged Property (in each case without prejudice to the provisions of Clause 6.2(a) and 6.3, and except in the case of gross negligence or non-feasance wilful misconduct on the Pledgee’s part). Without prejudice to the foregoing exceptions, the Pledgor and the Pledgee agree that the Pledgee has the right to act in its own best commercial interests when enforcing its rights under this Agreement. 6.8 All moneys received or recovered by the Pledgee pursuant to this Agreement (or, in case the Pledgee elects to appropriate the Charged Property in accordance with Clause 6.3, the Relevant Value), shall (subject to the claims of any person having prior rights thereto under applicable law) be applied in the following order of priority: (a) FIRSTLY in or towards payment of all the Secured Obligations or such receiver, his servants, agents or employees. To facilitate the foregoing powers, any such receiver may, part of them as is then due and payable to the exclusion of all others, including Pledgee in such order and such manner as the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein the assets Pledgee in its sole discretion decides; and (b) SECONDLY in payment of the Company may be situate, maintain surplus (if any) to the assets of the Company upon such premises, borrow money and use assets of the Company directly in carrying on the Company's business Pledgor or as security for loans or advances other person entitled to enable him to carry on the Company's business or otherwise, as such receiver shall, in his discretion, determine;it.

Enforcement of Security. In case any Event of Default has occurred and the Holder has declared the principal of and interest on this Debenture and other moneys payable hereunder to be due and payable pursuant to Section 4.2, the Holder may (to the extent permitted by law): (i) Appoint a Receiver - by instrument in writing appoint any person qualified under applicable legislation, whether an officer or employee of the Holder or not, to be a receiver (which term shall include a receiver and manager) of the Company; and, subject to the provisions of the instrument appointing such receiver, any such receiver so appointed shall have power (to the extent permitted by law): (A) to carry on (or to concur in the carrying on of) all or any part of the business of the Company, (B) to make any arrangement or compromise which the receiver shall consider expedient, (C) to borrow money on the security of the assets of the Company for the purpose of the maintenance, preservation or protection of the business of the Company or for carrying on all or any part of the business of the Company, (D) to sell, lease or otherwise dispose of the whole or any part of the assets of the Company (or to concur therein) at public auction, by public tender or by private sale, with or without advertisement, for cash or upon credit or partly for cash and partly for credit, at such time and upon such terms and conditions as the receiver shall determine with or without notice and with or without advertising and without any formality all of which are hereby waived by the Company, with power to vary or rescind any contract or sale or other contract, buy at any such auction, resell with or under any of the powers conferred hereunder without being answerable for any loss and adjourn any sale from time to time; and the receiver may execute and deliver to any purchaser of the assets of the Company or any part thereof good and sufficient deeds and documents for the same, the receiver being irrevocably constituted the attorney of the Company for the purpose of making any such sale and executing such deeds and documents, provided that such receiver shall be deemed the agent of the Company and not that of the Holder and the Holder shall not be in any way responsible for any misconduct, negligence or non-feasance of any such receiver, his servants, agents or employees. To facilitate the foregoing powers, any such receiver may, to the exclusion of all others, including the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein the assets of the Company may be situate, maintain the assets of the Company upon such premises, borrow money and use assets of the Company directly in carrying on the Company's ’s business or as security for loans or advances to enable him to carry on the Company's ’s business or otherwise, as such receiver shall, in his discretion, determine;

Enforcement of Security. In case any Event of Default has occurred and the Holder has declared the principal of and interest on this Debenture and other moneys payable hereunder to be due and payable pursuant to Section 4.25.2, the Holder may (to the extent permitted by law): (i) Appoint a Receiver - by instrument in writing appoint any person qualified under applicable legislation, whether an officer or employee of the Holder or not, to be a receiver (which term shall include a receiver and manager) of the Company; and, subject to the provisions of the instrument appointing such receiver, any such receiver so appointed shall have power (to the extent permitted by law): (A) to carry on (or to concur in the carrying on of) all or any part of the business of the Company, (B) to make any arrangement or compromise which the receiver shall consider expedient, (C) to borrow money on the security of the assets of the Company for the purpose of the maintenance, preservation or protection of the business of the Company or for carrying on all or any part of the business of the Company, (D) to sell, lease or otherwise dispose of the whole or any part of the assets of the Company (or to concur therein) at public auction, by public tender or by private sale, with or without advertisement, for cash or upon credit or partly for cash and partly for credit, at such time and upon such terms and conditions as the receiver shall determine with or without notice and with or without advertising and without any formality all of which are hereby waived by the Company, with power to vary or rescind any contract or sale or other contract, buy at any such auction, resell with or under any of the powers conferred hereunder without being answerable for any loss and adjourn any sale from time to time; and the receiver may execute and deliver to any purchaser of the assets of the Company or any part thereof good and sufficient deeds and documents for the same, the receiver being irrevocably constituted the attorney of the Company for the purpose of making any such sale and executing such deeds and documents, provided that such receiver shall be deemed the agent of the Company and not that of the Holder and the Holder shall not be in any way responsible for any misconduct, negligence or non-feasance of any such receiver, his servants, agents or employees. To facilitate the foregoing powers, any such receiver may, to the exclusion of all others, including the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein the assets of the Company may be situate, maintain the assets of the Company upon such premises, borrow money and use assets of the Company directly in carrying on the Company's business or as security for loans or advances to enable him to carry on the Company's business or otherwise, as such receiver shall, in his discretion, determine;