Common use of Powers of a Receiver Clause in Contracts

Powers of a Receiver. If the Trustee appoints a Receiver or administrative receiver pursuant to Clause 7.1, the following provisions shall have effect in relation thereto: 7.3.1 such appointment may be made either before or after the Trustee has taken possession of any Secured Property relating to any Series; 7.3.2 such Receiver may be vested by the Trustee with such powers and discretions as the Trustee has and may think expedient and may, subject as provided in Clause 7.1, (i) sell or concur in the sale all or any of the Secured Property, or assign or release all or any of the Secured Property, or (ii) continue the business of the Issuer as a going concern with respect to the Secured Property, in each case without restriction and on such terms and for such consideration (if any) as he may think fit and may carry any such transaction into effect by conveying, transferring and delivering in the name or on behalf of the Issuer or otherwise; 7.3.3 such Receiver shall in the exercise of his powers, authorities and discretions conform to regulations from time to time made by the Trustee; 7.3.4 the Trustee may from time to time fix the remuneration of such Receiver and direct payment thereof out of moneys accruing to him in the exercise of his powers as such; provided, however, that such remuneration shall only be payable from such sums as are realised in respect of those Series the Secured Property in respect of which are the subject of the appointment of such Receiver; 7.3.5 the Trustee may from time to time and at any time require any such Receiver to give security for the due performance of his duties as Receiver and may fix the nature and amount of the security to be so given but the Trustee shall not be bound in any case to require any such security; 7.3.6 save insofar as otherwise directed by the Trustee, all moneys in respect of any Series from time to time received by such Receiver shall be paid over forthwith to the Trustee to be held by it in accordance with the provisions of Clauses 6.1 to 6.3 as amended by the relevant Note Supplement; 7.3.7 every such Receiver shall be the agent of the Issuer for all purposes and the Issuer alone shall be responsible for his acts, defaults and misconduct, and the Trustee and the Secured Creditors of any Series shall not incur any liability therefor or by reason of its or their making or consenting to the appointment of a person as a Receiver under these presents; and 7.3.8 none of the Trustee and the Secured Creditors of any Series shall be in any way responsible for any misconduct or negligence on the part of any such Receiver.

Powers of a Receiver. If the Security Trustee appoints a Receiver or administrative receiver pursuant to Clause 7.19 (Enforcement of Security), the following provisions shall have effect in relation thereto: 7.3.1 10.1.1 such appointment may be made either before or after the Security Trustee has taken possession of any Secured Property relating to any Series; 7.3.2 10.1.2 such Receiver may be vested by the Security Trustee with such powers and discretions as the Security Trustee on behalf of the relevant Loan Note Holder(s) has and may think expedient and such Receiver may, subject as provided in Clause 7.19.1 (Appointment of Receiver), (i) sell or concur in the sale of all or any of the Secured Property, or assign or release all or any of the Secured Property, to any person, or (ii) continue the business of the Loan Note Issuer as a going concern with respect to the Secured Property, in each case without restriction and on such terms and for such consideration (if any) as he may think fit and may carry any such transaction into effect by conveying, transferring and delivering in the name or on behalf of the Loan Note Issuer or otherwise; 7.3.3 10.1.3 such Receiver shall in the exercise of his powers, authorities and discretions conform to regulations from time to time made by the TrusteeSecurity Trustee on behalf of the relevant Loan Note Holder(s); 7.3.4 10.1.4 the exclusion of any part of the Secured Property of any Series of Loan Notes from the appointment of the Receiver shall not preclude the Security Trustee may on behalf of the relevant Loan Note Holder(s) from time subsequently extending his appointment (or that of the Receiver replacing him) to time fix that part; 10.1.5 the remuneration of such the Receiver may be fixed by the Security Trustee (and direct payment thereof out may be or include a commission calculated by reference to the gross amount of moneys accruing to him in the exercise of his powers as such; providedall money received or otherwise), however, that but such remuneration shall be payable by the Loan Note Issuer alone and shall only be payable from such sums as are realised in respect of those Series of Loan Notes the Secured Property in respect of which are is the subject of the appointment of such Receiver; 7.3.5 10.1.6 the Security Trustee on behalf of the relevant Loan Note Holder(s) may from time to time and at any time require any such Receiver to give security for the due performance of his duties as Receiver and may fix the nature and amount of the security to be so given but the Security Trustee shall not be bound in any case to require any such securitysecurity nor be responsible for its adequacy or sufficiency; 7.3.6 10.1.7 save insofar as otherwise directed by the TrusteeSecurity Trustee on behalf of the relevant Loan Note Holder(s) and as otherwise required by law, all moneys monies in respect of any Series of Loan Notes from time to time received by such Receiver shall be paid over forthwith to the Security Trustee to be held by it in accordance with the provisions of Clauses 6.1 to 6.3 Clause 8 (Loan Note Issuer Bank Accounts and Application of Monies) as amended supplemented by the relevant Loan Note Supplement; 7.3.7 10.1.8 every such Receiver shall be the agent of the Loan Note Issuer for all purposes and the Loan Note Issuer alone shall be responsible for his acts, defaults and misconduct, and the Security Trustee and the other Secured Creditors of any Series shall not incur any liability therefor or by reason of its or their making or consenting to the appointment of a person as a Receiver under these presents; andthis Deed and any relevant Loan Note Supplement; 7.3.8 none 10.1.9 neither the Security Trustee nor any of the Trustee and the other Secured Creditors of any Series shall be in any way responsible for any misconduct or negligence on the part of any such Receiver; 10.1.10 the Security Trustee on behalf of the relevant Loan Note Holder(s) may (subject to Section 45 of the Insolvency Act 1986) remove the Receiver whether or not appointing another in his place and the Security Trustee may also appoint another receiver if the Receiver resigns; 10.1.11 the Receiver shall have, mutatis mutandis, the powers, authorities and discretions conferred upon the Security Trustee under this Deed and any relevant Loan Note Supplement, subject to such restrictions as the Security Trustee may think fit. Without prejudice to the generality of the foregoing, any Receiver appointed to the whole or substantially the whole of the Secured Property shall have the powers referred to in Schedule I of the Insolvency Xxx 0000; 10.1.12 the Security Trustee may pay over to such Receiver any monies constituting part of the Security to the intent that the same may be applied for the purposes of this Deed by such Receiver and the Security Trustee on behalf of the relevant Loan Note Holder(s) may from time to time determine what funds the Receiver shall be at liberty to keep in hand with a view to the performance of his duties as such Receiver; 10.1.13 Sections 109(6) and (8) of the Law of Property Xxx 0000 (relating to application of monies received by a receiver) shall not apply in relation to a Receiver appointed under Clause 9 (Enforcement of Security); and 10.1.14 none of the restrictions imposed by the Law of Property Xxx 0000 in relation to the appointment of receivers or as to the giving of notice or otherwise shall apply in relation to a Receiver appointed under Clause 9 (Enforcement of Security).

Powers of a Receiver. If the Trustee appoints In addition to any powers conferred on an administrative or other receiver by statute or common law, a Receiver or administrative receiver pursuant to Clause 7.1, shall have the following provisions shall have effect powers (save that where a Receiver has been appointed in relation thereto: 7.3.1 such appointment may be made either before or after the Trustee has taken possession respect of any Secured Property relating to any Series; 7.3.2 such Receiver may be vested by the Trustee with such powers and discretions as the Trustee has and may think expedient and may, subject as provided in Clause 7.1, (i) sell or concur in the sale all or any a part only of the Secured Property, or assign or release all or any references below to the Secured Property shall, in respect of such a Receiver, be deemed to be references only to such part of the Secured Property): 8.7.1 to take possession of, get in and collect the Secured Property or any part thereof including income whether accrued before or after the date of its appointment; 8.7.2 to carry on, manage, concur in or authorise the management of, or (ii) continue appoint a manager of, the whole or any part of the business of the Issuer as a going concern Issuer; 8.7.3 to sell, exchange, license, surrender, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with respect to the Secured Property, Property or any interest in each case without restriction and on such terms and the Secured Property or any part thereof for such consideration (if any) and upon such terms as he it may think fit and may carry to concur in any such transaction into effect transaction; 8.7.4 to sell or concur in selling the whole or any part of the Issuer's business whether as a going concern or otherwise; 8.7.5 to appoint, engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Issuer upon such terms and for such periods as if may determine; 8.7.6 to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in so doing, the Secured Property or any part thereof in any manner and for any purpose whatsoever; 8.7.7 in connection with the exercise or the proposed exercise of any of its powers or in order to obtain payment of its remuneration (whether or not it is already payable), to borrow or raise money from any person without security or on the security of any of the Secured Property and generally in such manner and on such terms as it may think fit; 8.7.8 to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Secured Property or any part thereof; 8.7.9 to transfer all or any of the Secured Property and/or any of the liabilities of the Issuer to any other company or body corporate, whether or not formed or acquired for the purpose and to form a subsidiary or subsidiaries of the Issuer; 8.7.10 to call up or require the directors of the Issuer to call up all or any portion of the uncalled capital for the time being of the Issuer and to enforce payment of any call by conveying, transferring and delivering action (in the name of the Issuer or the Receiver as it may think fit); 8.7.11 to redeem, discharge or compromise any Security Interest from time to time having priority to or ranking pari passu with this Deed; 8.7.12 to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees; 8.7.13 in connection with the exercise of any of its powers, to execute or do, or cause or authorise to be executed or done, on behalf of or in the name of the Issuer or otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate; 7.3.3 such 8.7.14 to exercise any powers, authorities, discretions, voting, conversion or other rights or entitlements in relation to any of the Secured Property which it would be capable of exercising if it were solely and absolutely entitled to the Secured Property or which are incidental to the ownership of or rights in or to any of the Secured Property; 8.7.15 to complete or effect any transaction entered into by the Issuer and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Issuer relating to or affecting the Secured Property; 8.7.16 to exercise all powers as are described in Schedule 1 to the Insolvency Act, whether or not the Receiver shall is an "administrative receiver" as defined in the Insolvency Act; 8.7.17 to delegate in any manner to any person, any right, power or discretion exercisable by it under this Deed on the terms (including the power to sub-delegate) and subject to any regulations which it may think fit; 8.7.18 generally to carry out, or cause or authorise to be carried out, any transaction, scheme or arrangement whatsoever, whether similar or not to any of the foregoing, in relation to the Secured Property which it may consider expedient as effectually as if it were solely and absolutely entitled to the Secured Property; 8.7.19 to do all other acts and things which it may consider desirable or necessary for realising any Secured Property or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed and to use the name of the Issuer for any of purposes set out in this Clause 8.7; and 8.7.20 to pay and discharge out of the profits and income of the relevant Secured Property and the moneys to be made by it in carrying on the business of the Issuer the expenses incurred in and about the carrying on and management of the business or in the exercise of his powersany of the powers conferred by this Clause 8.7 or otherwise in respect of such Secured Property and all outgoings which it shall think fit to pay and to apply the residue of the said profits, authorities and discretions conform income or moneys in accordance with the Post-Enforcement Priority of Payments. The Security Trustee may pay over to regulations from time the Receiver any moneys constituting part of the Secured Property to time made the extent that the same is to be applied by the Trustee; 7.3.4 Receiver in accordance with the Post-Enforcement Priority of Payments and the Security Trustee may from time to time fix determine what funds the remuneration of such Receiver and direct payment thereof out of moneys accruing to him in the exercise of his powers as such; provided, however, that such remuneration shall only be payable from such sums as are realised in respect of those Series the Secured Property in respect of which are the subject of the appointment of such Receiver; 7.3.5 the Trustee may from time to time and at any time require any such Receiver to give security for the due performance of his duties as Receiver and may fix the nature and amount of the security to be so given but the Trustee shall not be bound in any case to require any such security; 7.3.6 save insofar as otherwise directed by the Trustee, all moneys in respect of any Series from time to time received by such Receiver shall be paid over forthwith at liberty to keep in hand with a view to the Trustee to be held by it in accordance with the provisions of Clauses 6.1 to 6.3 as amended by the relevant Note Supplement; 7.3.7 every such Receiver shall be the agent of the Issuer for all purposes and the Issuer alone shall be responsible for his acts, defaults and misconduct, and the Trustee and the Secured Creditors of any Series shall not incur any liability therefor or by reason performance of its or their making or consenting to the appointment of a person duties as a Receiver under these presents; and 7.3.8 none of the Trustee and the Secured Creditors of any Series shall be in any way responsible for any misconduct or negligence on the part of any such Receiver.

Powers of a Receiver. If the Security Trustee appoints a Receiver or administrative receiver pursuant to Clause 7.18 (Enforcement of Security), the following provisions (subject, in the case of any Loan Note Issuer Jersey Secured Property, to the Jersey Security Interests Law) shall have effect in relation thereto: 7.3.1 9.1.1 such appointment may be made either before or after the Security Trustee has taken possession of any Secured Property relating to any Series; 7.3.2 9.1.2 such Receiver may be vested by the Security Trustee with such powers and discretions as the Security Trustee has and may think expedient and such Receiver may, subject as provided in Clause 7.18.1 (Appointment of Receiver), (i) sell or concur in the sale of all or any of the Secured Property, or assign or release all or any of the Secured Property, to any Person save for itself or any of its Affiliates, or (ii) continue the business of the Loan Note Issuer as a going concern with respect to the Secured Property, in each case without restriction and on such terms and for such consideration (if any) as he may think fit and may carry any such transaction into effect by conveying, transferring and delivering in the name or on behalf of the Loan Note Issuer or otherwise; 7.3.3 such 9.1.3 the exclusion of any part of the Secured Property of any Series from the appointment of the Receiver shall in not preclude the exercise Security Trustee from subsequently extending his appointment (or that of his powers, authorities and discretions conform the Receiver replacing him) to regulations from time to time made by the Trusteethat part; 7.3.4 the Trustee may from time to time fix 9.1.4 the remuneration of such the Receiver may be fixed by the Security Trustee (and direct payment thereof out may be or include a commission calculated by reference to the gross amount of moneys accruing to him in the exercise of his powers as such; providedall money received or otherwise), however, that but such remuneration shall be payable by the Loan Note Issuer alone and shall only be payable from such sums as are realised in respect of those Series the Secured Property in respect of which are the subject of the appointment of such Receiver; 7.3.5 9.1.5 the Security Trustee may from time to time and at any time require any such Receiver to give security for the due performance of his duties as Receiver and may fix the nature and amount of the security to be so given but the Security Trustee shall not be bound in any case to require any such security; 7.3.6 9.1.6 save insofar as otherwise directed by the TrusteeSecurity Trustee and otherwise required by law, all moneys in respect of any Series monies from time to time received by such Receiver shall be paid over forthwith to the Security Trustee to be held applied by it in accordance with the provisions of Clauses 6.1 to 6.3 Clause 7 (Loan Note Issuer Bank Accounts and application of monies) as amended supplemented by the relevant Loan Note Supplement; 7.3.7 9.1.7 every such Receiver shall be the agent of the Loan Note Issuer for all purposes and the Loan Note Issuer alone shall be responsible for his acts, defaults and misconduct, and the Security Trustee and the Secured Creditors of any Series shall not incur any liability therefor or by reason of its or their making or consenting to the appointment of a person as a Receiver under these presents; andthis Security Trust Deed and any relevant Loan Note Supplement; 7.3.8 none 9.1.8 neither the Security Trustee nor any of the Trustee and the Secured Creditors of any Series shall be in any way responsible for any misconduct or negligence on the part of any such Receiver; 9.1.9 the Security Trustee may (subject to Section 45 of the Insolvency Act 1986) remove the Receiver whether or not appointing another in his place and the Security Trustee may also appoint another receiver if the Receiver resigns; 9.1.10 the Receiver shall have, mutatis mutandis, the powers, authorities and discretions conferred upon the Security Trustee under this Security Trust Deed and any relevant Loan Note Supplement, subject to such restrictions as the Security Trustee may think fit and subject in the case of the Loan Note Issuer Jersey Secured Property to the Jersey Security Interests Law. Without prejudice to the generality of the foregoing, any Receiver appointed to the whole or substantially the whole of the Secured Property shall have the powers referred to in Schedule 1 of the Insolvency Xxx 0000; 9.1.11 the Security Trustee may pay over to such Receiver any monies constituting part of the Security to the intent that the same may be applied for the purposes of this Security Trust Deed by such Receiver and the Security Trustee may from time to time determine what funds the Receiver shall be at liberty to keep in hand with a view to the performance of his duties as such Receiver; 9.1.12 Sections 109(6) and (8) of the Law of Property Xxx 0000 (relating to application of monies received by a receiver) shall not apply in relation to a Receiver appointed under Clause 8 (Enforcement of Security); and 9.1.13 none of the restrictions imposed by the Law of Property Xxx 0000 in relation to the appointment of receivers or as to the giving of notice or otherwise shall apply in relation to a Receiver appointed under Clause 8 (Enforcement of Security).

Powers of a Receiver. If the Security Trustee appoints a Receiver or administrative receiver pursuant to Clause 7.19 (Enforcement of Security), the following provisions shall have effect in relation thereto: 7.3.1 10.1.1 such appointment may be made either before or after the Security Trustee has taken possession of any Secured Property relating to any Series; 7.3.2 10.1.2 such Receiver may be vested by the Security Trustee with such powers and discretions as the Security Trustee on behalf of the relevant Loan Note Holder(s) has and may think expedient and such Receiver may, subject as provided in Clause 7.19.1 (Appointment of Receiver), (i) sell or concur in the sale of all or any of the Secured Property, or assign or release all or any of the Secured Property, to any person, or (ii) continue the business of the Loan Note Issuer as a going concern with respect to the Secured Property, in each case without restriction and on such terms and for such consideration (if any) as he may think fit and may carry any such transaction into effect by conveying, transferring and delivering in the name or on behalf of the Loan Note Issuer or otherwise; 7.3.3 10.1.3 such Receiver shall in the exercise of his powers, authorities and discretions conform to regulations from time to time made by the TrusteeSecurity Trustee on behalf of the relevant Loan Note Holder(s); 7.3.4 10.1.4 the exclusion of any part of the Secured Property of any Series of Loan Notes from the appointment of the Receiver shall not preclude the Security Trustee may on behalf of the relevant Loan Note Holder(s) from time subsequently extending his appointment (or that of the Receiver replacing him) to time fix that part; 10.1.5 the remuneration of such the Receiver may be fixed by the Security Trustee (and direct payment thereof out may be or include a commission calculated by reference to the gross amount of moneys accruing to him in the exercise of his powers as such; providedall money received or otherwise), however, that but such remuneration shall be payable by the Loan Note Issuer alone and shall only be payable from such sums as are realised in respect of those Series of Loan Notes the Secured Property in respect of which are is the subject of the appointment of such Receiver; 7.3.5 10.1.6 the Security Trustee on behalf of the relevant Loan Note Holder(s) may from time to time and at any time require any such Receiver to give security for the due performance of his duties as Receiver and may fix the nature and amount of the security to be so given but the Security Trustee shall not be bound in any case to require any such securitysecurity nor be responsible for its adequacy or sufficiency; 7.3.6 10.1.7 save insofar as otherwise directed by the TrusteeSecurity Trustee on behalf of the relevant Loan Note Holder(s) and as otherwise required by law, all moneys monies in respect of any Series of Loan Notes from time to time received by such Receiver shall be paid over forthwith to the Security Trustee to be held by it in accordance with the provisions of Clauses 6.1 to 6.3 Clause 8 (Loan Note Issuer Bank Accounts and Application of Monies) as amended supplemented by the relevant Loan Note Supplement; 7.3.7 10.1.8 every such Receiver shall be the agent of the Loan Note Issuer for all purposes and the Loan Note Issuer alone shall be responsible for his acts, defaults and misconduct, and the Security Trustee and the other Secured Creditors of any Series shall not incur any liability therefor or by reason of its or their making or consenting to the appointment of a person as a Receiver under these presents; andthis Deed and any relevant Loan Note Supplement; 7.3.8 none 10.1.9 neither the Security Trustee nor any of the Trustee and the other Secured Creditors of any Series shall be in any way responsible for any misconduct or negligence on the part of any such Receiver; 10.1.10 the Security Trustee on behalf of the relevant Loan Note Holder(s) may (subject to Section 45 of the Insolvency Act 1986) remove the Receiver whether or not appointing another in his place and the Security Trustee may also appoint another receiver if the Receiver resigns; 10.1.11 the Receiver shall have, mutatis mutandis, the powers, authorities and discretions conferred upon the Security Trustee under this Deed and any relevant Loan Note Supplement, subject to such restrictions as the Security Trustee may think fit. Without prejudice to the generality of the foregoing, any Receiver appointed to the whole or substantially the whole of the Secured Property shall have the powers referred to in Schedule 1 of the Insolvency Xxx 0000; 10.1.12 the Security Trustee may pay over to such Receiver any monies constituting part of the Security to the intent that the same may be applied for the purposes of this Deed by such Receiver and the Security Trustee on behalf of the relevant Loan Note Holder(s) may from time to time determine what funds the Receiver shall be at liberty to keep in hand with a view to the performance of his duties as such Receiver; 10.1.13 Sections 109(6) and (8) of the Law of Property Xxx 0000 (relating to application of monies received by a receiver) shall not apply in relation to a Receiver appointed under Clause 9 (Enforcement of Security); and 10.1.14 none of the restrictions imposed by the Law of Property Xxx 0000 in relation to the appointment of receivers or as to the giving of notice or otherwise shall apply in relation to a Receiver appointed under Clause 9 (Enforcement of Security).