Common use of Powers of Receiver Clause in Contracts

Powers of Receiver. 15.1 Every Receiver shall, in relation to the Charged Property in respect of which he is appointed and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (A) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power in the name or otherwise on behalf of and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers (and every reference in this clause 15.2 to the "Charged Property" shall be read as a reference to that part of the Charged Property in respect of which such Receiver was appointed): (A) TAKE POSSESSION to enter upon, take possession of, collect and get in all or any part of the Charged Property including rents and other income whether accrued before or after the date of his appointment and, for those purposes, to make such demands and to take such proceedings as he may think fit; (B) DEAL WITH CHARGED PROPERTY to sell, transfer, assign, convey, exchange, surrender or otherwise dispose of or deal with and/or grant options in respect of each and every part of the Charged Property in such manner (whether by public auction, private contract or otherwise) on such terms and for such consideration as he may in his absolute discretion think fit including, without the consent of the Company, the severing and separate disposal from the premises to which they were affixed of fixtures, fittings and plant and machinery;

Powers of Receiver. 15.1 Every 18.1 A Receiver shall, in relation to the Charged Property in respect of which he is appointed and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (A) shall have all the powers conferred by the LPA on mortgagors and on mortgagees in possession and from time to time on receivers appointed under that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees and, in possession or receivers; and (D) addition, power in the name or otherwise on behalf of and at the cost of the Company to exercise all (notwithstanding liquidation of the powers and rights of an absolute owner and Company) to do or omit to do anything which the Company itself could do or omit to dodo in relation to the Secured Assets. 15.2 In addition and without prejudice to 18.2 Any restrictions on the generality powers of a receiver contained in the Act, including the restrictions contained in section 108(4) of the foregoingAct, every shall not apply to this Debenture. 18.3 In particular (but without limitation) a Receiver shall (subject have the power to do all or any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers (and every reference in this clause 15.2 to the "Charged Property" shall be read as a reference to that part of the Charged Property in respect of which such Receiver was appointed):following: (Aa) TAKE POSSESSION to enter upon, take possession of, collect and get in all or any of the Secured Assets; (b) carry on, manage, develop, reconstruct, amalgamate or diversify the business of the Company or any part thereof or concur in so doing; (c) acquire and develop or demolish any property or other assets without being responsible for loss or damage; (d) sell (including by public auction or private contract), let, exchange, surrender or accept surrenders, grant licences, transfer, assign or otherwise dispose of, or deal with, all or any of the Secured Assets or concur in so doing in such manner for such consideration and generally on such terms and conditions as he may think fit (including conditions excluding or restricting the personal liability of the Receiver or the Security Agent) with full power to convey, let, surrender, accept surrenders or otherwise transfer or deal with such Secured Assets in the name and on behalf of the Company or otherwise and so that the covenants and contractual obligations may be granted and assumed in the name of and so as to bind the Company if he shall consider it necessary or expedient so to do; any such sale, lease or disposition may be for cash, debentures or other obligations, shares, stock, securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all Secured Liabilities; Plant and Equipment and fixtures may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting the premises sold without the consent of the Company; (e) conduct investigations, sampling, site studies and testing in respect of all or any part of the Charged Property including rents Secured Assets and take any and all remedial and removal action as he thinks fit or as required by law; (f) make and effect such repairs, renewals, improvements or other income whether accrued before or after alterations to the date of his appointment and, for those purposes, to make such demands and to take such proceedings Secured Assets as he may think fit; (Bg) DEAL WITH CHARGED PROPERTY maintain, renew, take out or increase insurances of whatever type (including indemnity insurance) for such amounts and on such terms as he may think fit; (h) appoint managers, agents, officers and employees for the purposes specified in this Debenture or to guard or protect the Secured Assets at such salaries and commissions and for such periods and on such terms as he may determine and dismiss the same; (i) without any consent by, or notice to, the Company, exercise on behalf of the Company all the powers and provisions conferred on a landlord or a tenant by any legislation from time to time in force relating to rents or otherwise in respect of any part of the Secured Assets but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised; (j) without any consent by, or notice to, the Company, exercise for and on behalf of the Company and in the name of the Company all powers and rights of the Company relevant to and necessary to effect the registration with the Property Registration Authority of the crystallisation of the Floating Charge and/or the appointment of a Receiver hereunder; (k) raise or borrow any money (including money for the completion with or without modification of any building in the course of construction and any development or project in which the Company was engaged) from, or incur any other liability to, the Security Agent or others on such terms with or without security as he may think fit and so that any such security may be or include an encumbrance on the whole or any part of the Secured Assets ranking in priority to the Security or otherwise; (l) promote, procure the formation or otherwise acquire the share capital of any body corporate with a view to such body corporate purchasing, leasing, licensing or otherwise acquiring interests in all or any of the Secured Assets or otherwise, arrange for companies to trade or cease to trade and to purchase, lease, licence or otherwise acquire all or any of the Secured Assets on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit; (m) transfer all or any part of the Secured Assets to any other company or body corporate whether or not formed or acquired for that purpose; (n) make or require the directors of the Company to make calls, conditionally or unconditionally, on the members of the Company in respect of uncalled capital and enforce payment of any call so made by action (in the name of the Company or the Receiver as may be thought fit) or otherwise; (o) exercise, in respect of the Investments, all voting or other powers or rights available to a registered holder thereof in such manner as he may think fit; (p) xxxxxx, adjust, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the business of the Company or the Secured Assets or in any way relating to the Security and bring, take, defend, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings (including proceedings for the winding up of the Company) whatsoever whether civil or criminal in relation to the matters aforesaid, (q) enter into, complete, disclaim, compromise, abandon or disregard, determine or rectify all or any contracts or arrangements in any way relating to or affecting the Secured Assets and allow time for payment of any debts either with or without security as he shall think expedient; (r) redeem any prior encumbrance and settle and agree the accounts of the encumbrancer; any accounts so settled and agreed shall (subject to any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed an expense properly incurred by the Receiver; (s) apply for, seek, negotiate and renew (whether on the same or different terms) any Authorisation (including any planning permissions and retention of planning permission) necessary or desirable in the opinion of the Receiver for the purposes of or in connection with the Secured Assets or the conduct of the Company’s business or trade; (t) sell, transfer, assign, convey, exchange, surrender license or otherwise dispose of any Intellectual Property the subject of the Security in consideration of a royalty or deal with other periodical payment; (u) delegate to any person or persons or company or fluctuating body of persons all or any of the powers exercisable by the Receiver under this Debenture and/or grant options the Act (without the restrictions contained in respect the Act); (v) generally, at his option, use the name of each the Company and/or the Company’s common seal in the exercise of all or any of the powers hereby conferred; (w) exercise, or permit the Company or any nominees of the Company to exercise, any powers or rights incidental to the ownership of the Secured Assets in such manner as he may think fit; (x) take any and every all steps or other action (including legal proceedings) for the purposes of enforcing, protecting or preserving any contractual rights forming part of the Charged Property in such manner Secured Assets; (whether y) to the extent permitted by public auctionlaw, private contract and without prejudice to any other right or otherwise) power conferred on such terms and for such consideration as he may in his absolute discretion think fit includinghim by this Debenture, without the consent exercise all or any of the Companyrights and powers conferred on statutory receivers under Schedule 1 of the National Asset Management Agency Act 2009 (as if references therein to NAMA were references to the Security Agent); and (z) sign any document, execute any deed and do all such other acts and things as may be considered by him to be incidental or conducive to any of the severing matters or powers aforesaid or to the realisation of the Security and separate disposal from use the premises name of the Company for all the above purposes. 18.4 Section 108(7) of the Act shall not apply to which they were affixed the commission and/or remuneration of fixturesa Receiver appointed pursuant to this Debenture. A Receiver shall be entitled to remuneration at a rate to be fixed by agreement between him and the Security Agent (or, fittings and plant and machinery;failing such agreement, to be fixed by the Security Agent).

Powers of Receiver. 15.1 Every Each Receiver shall, in relation to the Charged Property in respect of which he is appointed and under this Deed shall have (subject to any limitations or restrictions expressed which the Security Agent may incorporate in the deed or instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (Ait) all the powers conferred from time to time on receivers by the LPA on mortgagors Law of Property Act 1925 and on mortgagees the Insolvency Act 1986 (each of which is deemed incorporated in possession and on receivers appointed under this Deed), so that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied Act 1986 shall extend to every Receiver, whether or not an administrative receiver. In addition, notwithstanding any liquidation of the Chargor, each Receiver shall have power to: 12.2.1 exercise all voting and extended other rights attaching to the Shares owned by the provisions Chargor and comprised in the Charged Property, but only following a written notification from either the Receiver or the Security Agent to the Chargor stating that the Security Agent shall exercise all voting rights in respect of this Debenture the Shares owned by the Chargor and all other powers conferred comprised in the Charged Property; 12.2.2 redeem any prior Security on or exercisable by him by virtue relating to the Charged Property and settle and pass the accounts of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power in the name or otherwise on behalf of person entitled to that prior Security, so that any accounts so settled and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver passed shall (subject to any limitations manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver; 12.2.3 settle any claims, accounts, disputes, questions and demands with or restrictions expressed in the instrument appointing him but notwithstanding by any winding-up person who is or dissolution claims to be a creditor of the Company) have the following powers (and every reference in this clause 15.2 Chargor or relating to the "Charged Property" shall be read as a reference to that part any of the Charged Property Property; and 12.2.4 do all other acts and things (including signing and executing all documents and deeds) as the Receiver considers to be incidental or conducive to any of the matters or powers in respect of which such Receiver was appointed): (A) TAKE POSSESSION this Clause 12.2, or otherwise incidental or conducive to enter uponthe preservation, take possession of, collect and get in all improvement or any part realisation of the Charged Property including rents Property, and other income whether accrued before or after use the date name of his appointment and, the Chargor for those all such purposes, to make such demands and to take such proceedings as he in each case may use the name of the Chargor and exercise the relevant power in any manner which they may think fit; (B) DEAL WITH CHARGED PROPERTY to sell, transfer, assign, convey, exchange, surrender or otherwise dispose of or deal with and/or grant options in respect of each and every part of the Charged Property in such manner (whether by public auction, private contract or otherwise) on such terms and for such consideration as he may in his absolute discretion think fit including, without the consent of the Company, the severing and separate disposal from the premises to which they were affixed of fixtures, fittings and plant and machinery;.

Powers of Receiver. 15.1 Every Each Receiver shall, in relation to the Charged Property in respect of which he is appointed and under this Deed shall have (subject to any limitations or restrictions expressed which the Security Agent may incorporate in the deed or instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (Ait) all the powers conferred from time to time on receivers by the LPA on mortgagors Law of Property Xxx 0000 and on mortgagees the Insolvency Xxx 0000 (each of which is deemed incorporated in possession and on receivers appointed under this Deed), so that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied shall extend to every Receiver, whether or not an administrative receiver. In addition, notwithstanding any liquidation of the Chargor, each Receiver shall have power to: 12.2.1 exercise all voting and extended other rights attaching to the Shares owned by the provisions Chargor and comprised in the Charged Property, but only following a written notification from either the Receiver or the Security Agent to the Chargor stating that the Security Agent shall exercise all voting rights in respect of this Debenture the Shares owned by the Chargor and all other powers conferred comprised in the Charged Property; 12.2.2 redeem any prior Security on or exercisable by him by virtue relating to the Charged Property and settle and pass the accounts of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power in the name or otherwise on behalf of person entitled to that prior Security, so that any accounts so settled and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver passed shall (subject to any limitations manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver; 12.2.3 settle any claims, accounts, disputes, questions and demands with or restrictions expressed in the instrument appointing him but notwithstanding by any winding-up person who is or dissolution claims to be a creditor of the Company) have the following powers (and every reference in this clause 15.2 Chargor or relating to the "Charged Property" shall be read as a reference to that part any of the Charged Property Property; and 12.2.4 do all other acts and things (including signing and executing all documents and deeds) as the Receiver considers to be incidental or conducive to any of the matters or powers in respect of which such Receiver was appointed): (A) TAKE POSSESSION this Clause 12.2, or otherwise incidental or conducive to enter uponthe preservation, take possession of, collect and get in all improvement or any part realisation of the Charged Property including rents Property, and other income whether accrued before or after use the date name of his appointment and, the Chargor for those all such purposes, to make such demands and to take such proceedings as he in each case may use the name of the Chargor and exercise the relevant power in any manner which they may think fit; (B) DEAL WITH CHARGED PROPERTY to sell, transfer, assign, convey, exchange, surrender or otherwise dispose of or deal with and/or grant options in respect of each and every part of the Charged Property in such manner (whether by public auction, private contract or otherwise) on such terms and for such consideration as he may in his absolute discretion think fit including, without the consent of the Company, the severing and separate disposal from the premises to which they were affixed of fixtures, fittings and plant and machinery;.

Powers of Receiver. 15.1 Every Receiver shallappointed in respect of any Secured Property of the Chargor shall (in addition to the powers which a receiver, or receiver and manager, has at law) have power to do all or any of the following things, in such manner and on such terms and conditions as the Receiver thinks fit: (a) take possession of that Secured Property; (b) dispose, or agree to the disposal, of any interest in that Secured Property; (c) give receipts for money, and do all acts, matters and things which the Receiver thinks proper for realising that Secured Property; (d) acquire an interest in any asset to form part of that Secured Property; (e) sign in the name and on behalf of the Chargor, and/or affix the common seal (if any) of the Chargor to, all documents which the Receiver considers necessary or expedient in relation to the Charged Property Receiver’s powers in respect of which he is appointed and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (A) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by the provisions of this DebentureSecured Property; (Bf) whether vary, or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 agree to the Insolvency Xxx 0000 as varied and extended by variation of, any contract or arrangement in relation to that Secured Property to which the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000Chargor is a party; (Cg) all raise or borrow any money and secure the same with interest by any form of Lien over that Secured Property in priority to, equally with, or subsequent to, any Secured Liabilities of the Chargor, or otherwise; (h) generally do, procure or allow such acts and things in respect of that Secured Property as could the Receiver if he or she had absolute ownership of that Secured Property, without being answerable for any consequent loss or damage; (i) delegate any of the Receiver’s powers otherwise conferred by statute to any person or common law on mortgagees in possession or receiverspersons for such time as the Collateral Agent approves; and (Dj) power in the name or otherwise on behalf of and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers (and every reference in this clause 15.2 to the "Charged Property" shall be read as a reference to that part of the Charged Property in respect of which such Receiver was appointed): (A) TAKE POSSESSION to enter upon, take possession of, collect and get in all or any part of the Charged Property including rents things in paragraphs (a) - (i) above alone or in conjunction with any receiver or receiver and manager appointed by the holder or holders of any other income whether accrued before or after the date of his appointment and, for those purposes, to make such demands and to take such proceedings as he may think fit; (B) DEAL WITH CHARGED PROPERTY to sell, transfer, assign, convey, exchange, surrender or otherwise dispose of or deal with and/or grant options in respect of each and every part of the Charged Property in such manner (whether by public auction, private contract or otherwise) on such terms and for such consideration as he may in his absolute discretion think fit including, without the consent of the Company, the severing and separate disposal from the premises to which they were affixed of fixtures, fittings and plant and machinery;Lien over that Secured Property.

Powers of Receiver. 15.1 Every Receiver shall, shall have in relation to the Charged Property in respect of which he is appointed and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (A) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power in the name or otherwise on behalf of and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers Secured Assets (and every reference in this clause 15.2 Clause to the "Charged PropertySecured Assets" shall be read as a reference to that part of the Charged Property Secured Assets in respect of which such Receiver was appointed):) the powers granted by the LPA to any receiver appointed under it or to any mortgagor or mortgagee in possession and the powers granted by the Insolvency Act 1986 to any administrative receiver, all as varied and exxxxxxx by this Debenture and in addition, but without prejudice to the generality of the above, shall have power to do the following: (Aa) TAKE POSSESSION to enter upon, take possession of, collect and get in all the Secured Assets or any part of the Charged Property including them and collect and get in all rents and other income whether accrued before or after the date of his appointment and, and for those purposes, to purposes make such demands and to take such actions or proceedings as may seem expedient; (b) comply with and perform all or any of the acts, matters, omissions or things covenanted to be done or omitted by the Company under this Debenture; (c) carry on, manage, develop, reconstruct, amalgamate or diversify the business of the Company to the extent contained in the Secured Assets or any part of it in such manner as he shall in his discretion think fit (including, without prejudice to the generality of the above, to purchase supplies and materials); (d) sell by public auction or private contract, let, grant, surrender or accept surrenders of leases or tenancies of, grant rights, licences, options or easements in relation to, otherwise deal with or dispose of and exercise all or any rights, powers and discretions incidental to the ownership of, all or any part of the Secured Assets in the name of and on behalf of the Company or otherwise or concur in doing any of the above in such manner and generally on such terms and conditions and for such consideration (whether in cash, debentures, shares, stocks, securities or other valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the name and on behalf of the Company or otherwise and taking such steps so that plant, machinery and other fixtures and fittings may be severed and sold separately from the premises containing them and apportion any rent and the performance of any obligations; (e) repair, decorate, furnish, maintain, alter, improve, renew or add to the Secured Assets or any part of them as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds; (f) appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and employ professional advisers and others at such salaries or for such remuneration as he may think fit; (Bg) DEAL WITH CHARGED PROPERTY perform, repudiate, rescind, vary or enter into any arrangement or compromise any contracts or agreements which he may consider expedient; (h) settle, arrange, compromise and submit to sellarbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the business of the Company or all or any of the Secured Assets or in any way relating to the Security and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal; (i) enter into, complete, disclaim, abandon, disregard, determine or rectify all or any of the outstanding contracts or arrangements of the Company and allow time for payment of any unsecured or secured debts; (j) exercise or permit the Company or any nominee of the Company to exercise any powers or rights incidental to the ownership of the Secured Assets or any part of them in such manner as he may think fit; (k) form a Subsidiary or Subsidiaries of the Company and transfer, assign, convey, exchange, surrender lease or otherwise dispose of licence to any such Subsidiary or deal with and/or grant options in respect of each and every any other person all or any part of the Charged Property in such manner (whether by public auction, private contract or otherwise) Secured Assets on such terms and for such consideration conditions as he may think fit; (l) purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the carrying on, improvement or realisation of all or any part of the Secured Assets or the business of the Company or otherwise for the benefit of all or any part of the Secured Assets; (m) exercise any powers and discretions conferred on a landlord or a tenant by any applicable law in relation to all or any part of the Secured Assets; (n) in the exercise of any of the powers, authorities and discretions conferred on him by this Debenture or for any other purpose to raise and borrow money either unsecured or secured and either in priority to, pari passu with or subsequent to the Security and generally on such terms and conditions as he may think fit includingfit; (o) give valid receipts for all monies and execute all discharges, without assurances and things which may be proper or desirable for realising the consent Secured Assets or any part of them and redeem, discharge or compromise any security whether or not having priority to the Security or any part of it; (p) execute and do all such other acts, things and deeds as he may consider necessary or desirable for the realisation or preservation of the Secured Assets or any part of them or incidental or conducive to any of the matters, powers, discretions or authorities conferred on or vested in him under or by virtue of this Debenture or otherwise and exercise in relation to the Secured Assets or any part of them, and at the cost of the Company, all such powers, discretions, authorities and things as he would be capable of exercising if he were the severing and separate disposal from absolute beneficial owner of the premises same; and (q) use the name of the Company or his own name to which they were affixed exercise all or any of fixtures, fittings and plant and machinery;the powers conferred by this Debenture.

Powers of Receiver. 15.1 Every Receiver shall, shall have in relation to the Charged Property in respect of which he is appointed and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (A) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power in the name or otherwise on behalf of and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers Secured Assets (and every reference in this clause 15.2 Clause to the "Charged PropertySecured Assets" shall be read as a reference to that part of the Charged Property Secured Assets in respect of which such Receiver was appointed):) the powers granted by the Conveyancing Acts to any receiver appointed under the Conveyancing Acts, all as varied and extended by this Debenture and in addition, but without prejudice to the generality of the above, shall have power to do the following: (Aa) TAKE POSSESSION to enter upon, take possession of, collect and get in all the Secured Assets or any part of the Charged Property including them and collect and get in all rents and other income whether accrued before or after the date of his appointment and, and for those purposes, to purposes make such demands and to take such actions or proceedings as may seem expedient; (b) comply with and perform all or any of the acts, matters, omissions or things covenanted to be done or omitted by the Company under this Debenture; (c) carry on, manage, develop, reconstruct, amalgamate or diversify the business of the Company to the extent contained in the Secured Assets or any part of it in such manner as he shall in his discretion think fit (including, without prejudice to the generality of the above, to purchase supplies and materials); (d) sell by public auction or private contract, let, grant, surrender or accept surrenders of leases or tenancies of, grant rights, licences, options or easements in relation to, otherwise deal with or dispose of and exercise all or any rights, powers and discretions incidental to the ownership of, all or any part of the Secured Assets in the name of and on behalf of the Company or otherwise or concur in doing any of the above in such manner and generally on such terms and conditions and for such consideration (whether in cash, debentures, shares, stocks, securities or other valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the name and on behalf of the Company or otherwise and taking such steps so that plant, machinery and other fixtures and fittings may be severed and sold separately from the premises containing them and apportion any rent and the performance of any obligations; (e) repair, decorate, furnish, maintain, alter, improve, renew or add to the Secured Assets or any part of them as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds; (f) appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and employ professional advisers and others at such salaries or for such remuneration as he may think fit; (Bg) DEAL WITH CHARGED PROPERTY perform, repudiate, rescind, vary or enter into any arrangement or compromise any contracts or agreements which he may consider expedient; (h) settle, arrange, compromise and submit to sellarbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the business of the Company or all or any of the Secured Assets or in any way relating to the Security and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal; (i) enter into, complete, disclaim, abandon, disregard, determine or rectify all or any of the outstanding contracts or arrangements of the Company and allow time for payment of any unsecured or secured debts; (j) exercise or permit the Company or any nominee of the Company to exercise any powers or rights incidental to the ownership of the Secured Assets or any part of them in such manner as he may think fit; (k) form a Subsidiary or Subsidiaries of the Company and transfer, assign, convey, exchange, surrender lease or otherwise dispose of licence to any such Subsidiary or deal with and/or grant options in respect of each and every any other person all or any part of the Charged Property in such manner (whether by public auction, private contract or otherwise) Secured Assets on such terms and for such consideration conditions as he may think fit; (l) purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the carrying on, improvement or realisation of all or any part of the Secured Assets or the business of the Company or otherwise for the benefit of all or any part of the Secured Assets; (m) exercise any powers and discretions conferred on a landlord or a tenant by any applicable law in relation to all or any part of the Secured Assets; (n) in the exercise of any of the powers, authorities and discretions conferred on him by this Debenture or for any other purpose to raise and borrow money either unsecured or secured and either in priority to, pari passu with or subsequent to the Security and generally on such terms and conditions as he may think fit includingfit; (o) give valid receipts for all monies and execute all discharges, without assurances and things which may be proper or desirable for realising the consent Secured Assets or any part of them and redeem, discharge or compromise any security whether or not having priority to the Security or any part of it; (p) execute and do all such other acts, things and deeds as he may consider necessary or desirable for the realisation or preservation of the Secured Assets or any part of them or incidental or conducive to any of the matters, powers, discretions or authorities conferred on or vested in him under or by virtue of this Debenture or otherwise and exercise in relation to the Secured Assets or any part of them, and at the cost of the Company, all such powers, discretions, authorities and things as he would be capable of exercising if he were the severing and separate disposal from absolute beneficial owner of the premises same; and (q) use the name of the Company or his own name to which they were affixed exercise all or any of fixtures, fittings and plant and machinery;the powers conferred by this Debenture.

Powers of Receiver. 15.1 Every 12.1 A Receiver shall, in relation shall have all the powers conferred from time to the Charged Property in respect of which he is appointed time on receivers by statute and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution case of the Company, have: (A) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by Act without the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000; (C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power restrictions contained in the name or otherwise Act and, in addition, power on behalf of and at the cost of the Company to exercise all Chargor (notwithstanding liquidation of the powers and rights of an absolute owner and Chargor) to do or omit to do anything which the Company itself Chargor could do or omit to dodo in relation to the Secured Assets. 15.2 12.2 In addition and particular (but without prejudice limitation) a Receiver shall have the power to the generality do all or any of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers (and every reference in this clause 15.2 to the "Charged Property" shall be read as a reference to that part of the Charged Property in respect of which such Receiver was appointed):following: (Aa) TAKE POSSESSION to enter upon, take possession of, collect and get in all or any of the Secured Assets; (b) sell (including by public auction or private contract), exchange, convert into money, realise, transfer, assign or dispose of, or deal with, all or any part of the Charged Property Secured Assets or concur in so doing in such manner for such consideration and generally on such terms and conditions as he may think fit (including rents conditions excluding or restricting the personal liability of the Receiver or the Lender) with full power to transfer or deal with such Secured Assets in the name and on behalf of the Chargor or otherwise and so that the covenants and contractual obligations may be granted and assumed in the name of and so as to bind the Chargor if he shall consider it necessary or expedient so to do; any such sale, exchange or transfer may be for cash, debentures or other income obligations, shares, stock, securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all Secured Obligations; (c) raise or borrow any money from, or incur any other liability to, the Lender or others on such terms with or without security as he may think fit and so that any such security may be or include an encumbrance on the whole or any part of the Secured Assets ranking in priority to the Security or otherwise; (d) transfer all or any part of the Secured Assets to any other company or body corporate, whether accrued before or after not formed or acquired for that purpose; (e) exercise in respect of the date of his appointment and, for those purposes, Investments all voting or other powers or rights available to make a registered holder thereof in such demands and to take such proceedings manner as he may think fit; (Bf) DEAL WITH CHARGED PROPERTY settle, adjust, arrange, compromise and submit to sellarbitration any accounts, transferclaims, assignquestions or disputes whatsoever which may arise in connection with the Secured Assets or in any way relating to the Security and bring, conveytake, exchangedefend, surrender compromise, submit to and discontinue any actions, suits, arbitrations or otherwise dispose proceedings (including proceedings for the winding up of the Chargor) whatsoever whether civil or deal criminal in relation to the matters aforesaid, (g) enter into, complete, disclaim, compromise, abandon or disregard, determine or rectify all or any contracts or arrangements in any way relating to or affecting the Secured Assets and allow time for payment of any debts either with or without security as he shall think expedient; (h) redeem any prior encumbrance and settle and agree the accounts of the encumbrancer; any accounts so settled and agreed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed an expense properly incurred by the Receiver; (i) delegate to any person or persons or company or fluctuating body of persons all or any of the powers exercisable by the Receiver under this Charge and/or grant options the Act (without the restrictions contained in respect the Act); (j) generally, at his option, use the name of each the Chargor and/or the Chargor’s common seal in the exercise of all or any of the powers hereby conferred; (k) exercise, or permit the Chargor or any nominees of the Chargor to exercise, any powers or rights incidental to the ownership of the Secured Assets in such manner as he may think fit; (l) take any and every all steps or other action (including legal proceedings) for the purposes of enforcing, protecting or preserving any contractual rights forming part of the Charged Property in such manner Secured Assets; (whether m) to the extent permitted by public auctionlaw, private contract and without prejudice to any other right or otherwise) power conferred on such terms and for such consideration as he may in his absolute discretion think fit includinghim by this Charge, without the consent exercise all or any of the Companyrights and powers conferred on statutory receivers under Schedule 1 of the National Asset Management Agency Act 2009 (as if references therein to NAMA were references to the Lender); and (n) sign any document, execute any deed and do all such other acts and things as may be considered by him to be incidental or conducive to any of the severing matters or powers aforesaid or to the realisation of the Security and separate disposal from use the premises name of the Chargor for all the above purposes. 12.3 Section 108(7) of the Act shall not apply to which they were affixed the commission and/or remuneration of fixturesa Receiver appointed pursuant to this Charge. A Receiver shall be entitled to remuneration at a rate to be fixed by agreement between him and the Lender (or, fittings and plant and machinery;failing such agreement, to be fixed by the Lender).

Powers of Receiver. 15.1 Every Any Receiver shall, appointed hereunder shall have power in relation addition to the Charged Property in respect of which he is appointed and subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company, have: (A) all the powers conferred by the LPA on mortgagors Law of Property Xxx 0000 and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by the provisions of this Debenture; (B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Xxx 0000 as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency Xxx 0000;Act 1986 (which are hereby incorporated into this Deed) and notwithstanding the liquidation of the Borrower: (Ca) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and (D) power in the name or otherwise on behalf of and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do. 15.2 In addition and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers (and every reference in this clause 15.2 to the "Charged Property" shall be read as a reference to that part of the Charged Property in respect of which such Receiver was appointed): (A) TAKE POSSESSION to enter upon, take possession of, collect and get in all or any part of the Charged Property including rents security, charges and other income whether accrued before pledges constituted by this Deed and for that purpose to take any proceedings in the name of the Borrower or after any Subordinated Creditor or otherwise as he thinks fit; (b) generally to manage the date of his appointment andsecurity, for those purposes, to make such demands charges and pledges constituted by this Deed and to take such proceedings manage or carry on, reconstruct, amalgamate, diversify or concur in carrying on the business or any part thereof of the Borrower or any Subordinated Creditor as he may think fit; (Bc) DEAL WITH CHARGED PROPERTY to make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient in the interests of the Security Trustee and the Lender Parties; (d) for the purpose of exercising any of the powers, authorities and discretions conferred on him by this Deed and/or defraying any costs or expenses which may be incurred by him in the exercise thereof or for any other purpose to raise or borrow money or incur any other liability on such terms whether secured or unsecured as he may think fit and whether to rank for payment in priority to this security or not; (e) without restriction to sell, transferlet or lease, assignor concur in selling, conveyletting or leasing, exchangeand to vary the terms of, determine, surrender or accept surrenders of, leases or tenancies of, or grant options and licences over or otherwise dispose of or deal with and/or grant options in respect of each and every with, all or any part of the Charged Property security, charges and pledges constituted by this Deed without being responsible for loss or damage, and so that any such sale, lease or disposition may be made for cash payable by instalments, loan stock or other debt obligations or for shares or securities of another company or other valuable consideration, and the Receiver may form and promote, or concur in such manner (whether forming and promoting, a company or companies to purchase, lease, licence or otherwise acquire interests in all or any of the security, charges and pledges constituted by public auction, private contract this Deed or otherwise) , arrange for such companies to trade or cease to trade and to purchase, lease, license or otherwise acquire all or any of the security, charges and pledges constituted by this Deed on such terms and for such consideration conditions whether or not including payment by instalments secured or unsecured as he may in his absolute discretion think fit; (f) to make and effect all repairs, renewals and improvements to the security, charges and pledges constituted by this Deed or any part of it as he may think fit includingand maintain, without renew, take out or increase insurances; (g) to exercise all voting and other rights attaching to any stocks, shares and other securities owned by the consent Borrower or any Subordinated Creditor and comprised in the security, charges and pledges constituted by this Deed in such manner as he may think fit; (h) to redeem any prior encumbrance and settle and pass the accounts of the Companyperson entitled to the prior encumbrance so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Borrower or any Subordinated Creditor and the money so paid shall be deemed to be an expense properly incurred by the Receiver; (i) to appoint and discharge employees, officers, managers, agents, professionals and others for any of the severing purposes hereof or to guard or protect the security, charges and separate disposal pledges constituted by this Deed upon such terms as to remuneration or otherwise as he may think fit and to dismiss the same or discharge any persons appointed by the Borrower or any Subordinated Creditor; (j) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person or body who is or claims to be a creditor of the Borrower or any Subordinated Creditor or relating in any way to the security, charges and pledges constituted by this Deed or any part thereof; (k) to bring, prosecute, enforce, defend and discontinue all such actions and proceedings or submit to arbitration in the name of the Borrower or any Subordinated Creditor in relation to the security, charges and pledges constituted by this Deed or any part thereof as he shall think fit; (l) to sever and sell plant, machinery or other fixtures sold separately from the premises property to which they were affixed may be annexed; (m) to implement or continue the development of fixtures(and obtain all consents required in connection therewith) and/or complete any buildings or structures on, fittings any real property comprised in the security, charges and plant pledges constituted by this Deed and machinerydo all acts and things incidental thereto; (n) to purchase or acquire any land and purchase, acquire or grant any interest in or right over land; (o) to make calls conditionally or unconditionally on the members of the Borrower or any Subordinated Creditor in respect of uncalled capital; and (p) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the preservation, improvement or realisation of the security, charges and pledges constituted by this Deed and to use the name of the Borrower or any Subordinated Creditor for all the purposes aforesaid.