Common use of Powers of Receiver Clause in Contracts

Powers of Receiver. Any Receiver of the Guarantor and/or the Charged Property or any part thereof appointed by the Bond Trustee, in addition to any powers conferred on a Receiver by statute or common law or equity, will have the following powers: (a) to take possession of, get in and collect the Charged Property (or such part thereof in respect of which it may be appointed) or any part thereof including income whether accrued before or after the date of his appointment; (b) to carry on, manage, concur in or authorise the management of, or appoint a manager of, the whole or any part of the business of the Guarantor; (c) to sell, exchange, license, surrender, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the whole or any part of the Charged Property or any interest in the Charged Property or any part thereof for such consideration (if any) and upon such terms (including by deferred payment or payment by instalments) as it may think fit and to concur in any such transaction; (d) to sell or concur in selling the whole or any part of the Guarantor’s business whether as a going concern or otherwise; (e) to appoint, engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Guarantor upon such terms as to remuneration and otherwise and for such periods as he may determine; (f) to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in so doing, the Charged Property or any part thereof in any manner and for any purpose whatsoever; (g) 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, including the Bond Trustee, without security or on the security of any of the Charged Property and generally in such manner and on such terms as it may think fit; (h) to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Property or any part thereof; (i) to transfer all or any of the Charged Property and/or any of the liabilities of the Guarantor to any other company or body corporate, whether or not formed or acquired for such purpose, provided that such Charged Property remain subject to the Security; (j) to sell on condition and to grant rights and options over the whole or any part of the Charged Property and (with or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of agreements relating to or affecting any of the Charged Property in such circumstances, to such Persons (including, without limitation, to the Bond Trustee), for such purposes and upon such terms whatsoever as it may think fit and also to vary the terms of any contract affecting any of the Charged Property; (k) to redeem, discharge or compromise any Encumbrance from time to time having priority to or ranking pari passu with this Agreement; (l) to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees; (m) 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 Guarantor or otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate; (n) to exercise any powers, discretions, voting, conversion or other rights or entitlements in relation to any of the Charged Property or incidental to the ownership of or rights in or to any of the Charged Property and to complete or effect any transaction entered into by the Guarantor and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Guarantor relating to or affecting the Charged Property; (o) to delegate its powers by way of power of attorney or in any other manner to any Person any right, power or discretion exercisable by it under or pursuant to this Agreement on the terms (including the power to sub-delegate) and subject to any regulations which such Receiver may think fit and such Receiver will not be liable or responsible in any way to the Guarantor or the Bond Trustee for any loss or liability arising from any dishonesty, bad faith, wilful misconduct, gross negligence or reckless disregard on the part of any such delegate or sub-delegate; (p) 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 Charged Property which it may consider expedient as effectually as if he were solely and absolutely entitled to the Charged Property; (q) in addition: (i) to do all other acts and things which it may consider desirable or necessary for realising any Charged Property or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Agreement; and (ii) to exercise in relation to any Charged Property all the powers, authorities and things which it would be capable of exercising if he were the absolute beneficial owner of the same, and may use the name of the Guarantor for any of the above purposes; and (r) to pay and discharge out of the profits and income of the relevant Charged Property and the funds to be made by it in carrying on the business of the Guarantor the expenses incurred in and about the carrying on and management of the business or in the exercise of any of the powers conferred by this Section 9.6 or otherwise in respect of such Charged Property and all outgoings which it will think fit to pay and to apply the residue of the said profits, income or funds in the manner provided by Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) hereof. The Bond Trustee may pay over to a Receiver any funds constituting part of the Charged Property to the extent that the same may be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) by such Receiver and the Bond Trustee may from time to time determine what funds such Receiver will be at liberty to keep in hand with a view to the performance of his duties as such Receiver. All distributions of funds made by the Receiver will be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts upon Enforcement).

Appears in 2 contracts

Sources: Security Agreement (Scotiabank Covered Bond Guarantor Limited Partnership), Security Agreement (Bank of Nova Scotia /)

Powers of Receiver. Any 8.1 Every Receiver of the Guarantor and/or may exercise, in relation to the Charged Property or any part thereof appointed over which he/she is appointed, all the powers, rights and discretions conferred by the Bond Trusteelaw, in addition to any powers including those conferred on a Receiver by statute the Law of Property ▇▇▇ ▇▇▇▇, and on a receiver under the Insolvency ▇▇▇ ▇▇▇▇, in particular those set out in Schedule 1 to that Act and in addition to and without limiting such powers, every Receiver may, with or common law or equity, will have without the following powersconcurrence of any other person: (a) to take possession of, get in and collect the Charged Property (or such part thereof in respect of which it may be appointed) or any part thereof including income whether accrued before or after the date of his appointment; (b) to carry on, manage, concur in or authorise the management of, or appoint a manager of, the whole or any part of the business of the Guarantor; (c) to sell, exchangelease, let, license, surrender, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the whole or any part of the Charged Property or any interest in the Charged Property or any part thereof for such consideration (if any) grant options over and upon such terms (including by deferred payment or payment by instalments) as it may think fit and to concur in any such transaction; (d) to sell or concur in selling the whole or any part of the Guarantor’s business whether as a going concern or otherwise; (e) to appoint, engage, dismiss or vary the terms of, terminate or accept surrenders of employment of any employeesleases, officerslicences or tenancies of, managers, agents and advisers of the Guarantor upon such terms as to remuneration and otherwise and for such periods as he may determine; (f) to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in so doing, the Charged Property or any part thereof in any manner and for any purpose whatsoever; (g) 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, including the Bond Trustee, without security or on the security of any of the Charged Property and generally in such manner and on such terms as it may think fit; (h) to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Property or any part thereof; (i) to transfer all or any of the Charged Property and/or without the need to observe any of the liabilities provisions of sections 99 and 100 of the Guarantor to Law of Property ▇▇▇ ▇▇▇▇ in such manner and generally on such terms and conditions as he/she shall think fit in his/her absolute and unfettered discretion and any such sale or disposition may be for cash, shares, stock, bonds, debentures or other securities and investments of any kind or other valuable consideration (in each case payable in a lump sum or by instalments) and carry any such transactions into effect in the name of and on behalf of the Counterparty; (b) promote or procure the incorporation of any new company or body corporate, (whether or not formed or acquired for such purpose, provided that such Charged Property remain subject to the Security; (j) to sell on condition and to grant rights and options over the whole or any part a subsidiary of the Charged Property Counterparty), subscribe for or otherwise acquire shares, stock, debentures, loan stock or other securities in any such company in name of the Counterparty, or the Receiver or its or his/her nominee or trustee, and (with procure the purchase, lease, licence of acquisition of all or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of agreements relating to or affecting any of the Charged Property by any such company for a consideration in cash, shares, stock, debentures, loan stock or other securities, shares of profits of sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such circumstancescompany, to payable or receivable in a lump sum or by instalments over such Persons (including, without limitation, to period as the Bond Trustee), for such purposes and upon such terms whatsoever as it Receiver may think fit and also to vary the terms of any contract affecting any of the Charged Propertyfit; (kc) to redeem, discharge or compromise sever any Encumbrance from time to time having priority to or ranking pari passu with this Agreement; (l) to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees; (m) 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 Guarantor or otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate; (n) to exercise any powers, discretions, voting, conversion or other rights or entitlements in relation to any of the Charged Property or incidental to the ownership of or rights in or to any of the Charged Property and to complete or effect any transaction entered into by the Guarantor and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Guarantor relating to or affecting the Charged Property; (o) to delegate its powers by way of power of attorney or in any other manner to any Person any right, power or discretion exercisable by it under or pursuant to this Agreement on the terms (including the power to sub-delegate) and subject to any regulations which such Receiver may think fit and such Receiver will not be liable or responsible in any way to the Guarantor or the Bond Trustee for any loss or liability arising fixtures from any dishonesty, bad faith, wilful misconduct, gross negligence freehold or reckless disregard on the part of any such delegate or sub-delegateleasehold property and/or sell them separately; (p) 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 Charged Property which it may consider expedient as effectually as if he were solely and absolutely entitled to the Charged Property; (q) in addition: (i) to do all other acts and things which it may consider desirable or necessary for realising any Charged Property or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Agreement; and (ii) to exercise in relation to any Charged Property all the powers, authorities and things which it would be capable of exercising if he were the absolute beneficial owner of the same, and may use the name of the Guarantor for any of the above purposes; and (r) to pay and discharge out of the profits and income of the relevant Charged Property and the funds to be made by it in carrying on the business of the Guarantor the expenses incurred in and about the carrying on and management of the business or in the exercise of any of the powers conferred by this Section 9.6 or otherwise in respect of such Charged Property and all outgoings which it will think fit to pay and to apply the residue of the said profits, income or funds in the manner provided by Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) hereof. The Bond Trustee may pay over to a Receiver any funds constituting part of the Charged Property to the extent that the same may be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) by such Receiver and the Bond Trustee may from time to time determine what funds such Receiver will be at liberty to keep in hand with a view to the performance of his duties as such Receiver. All distributions of funds made by the Receiver will be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts upon Enforcement).

Appears in 1 contract

Sources: Framework Agreement

Powers of Receiver. Any A Receiver shall have the power to do or omit to do on behalf of the Guarantor and/or Company anything which the Charged Property Company itself could do or any part thereof appointed by omit to do if the Bond TrusteeReceiver had not been appointed, in addition to any powers conferred on notwithstanding the liquidation of the Company. In particular (but without limitation) a Receiver by statute or common law or equity, will shall have the following powerspower to: (a) to take possession of, collect and get in and collect the Charged Property (or Receivership Assets and, for that purpose, to take such part thereof in respect of which it proceedings as may be appointed) or any part thereof including income whether accrued before or after the date of his appointmentseem to him expedient; (b) to carry on, manage, concur in sell or authorise otherwise dispose of the management of, Receivership Assets by public auction or private auction or private contract; (c) raise or borrow money and grant security therefor over the Receivership Assets; (d) appoint a manager ofsolicitor or accountant or other professionally qualified person to assist him in the performance of his functions; (e) bring or defend any action or other legal proceedings in the name and on behalf of the Company; (f) refer to arbitration any question affecting the Company; (g) effect and maintain insurances in respect of the business and Properties of the Company; (h) use the Company's seal; (i) do all acts and to execute in the name and on behalf of the Company any deed, receipt or other document; (j) draw, accept, make and endorse any b▇▇▇ of exchange or promissory note in the name and on behalf of the Company; (k) appoint any agent to do any business which he is unable to do himself or which can more conveniently be done by an agent and employ and dismiss employees; (l) do all such things (including the carrying out of works) as may be necessary for the realisation of the Receivership Assets; (m) make any payment which is necessary or incidental to the performance of his functions; (n) carry on the business of the Company; (o) establish Subsidiaries of the Company; (p) transfer to Subsidiaries of the Company the whole or any part of the business of the Guarantor; (c) to sell, exchange, license, surrender, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the whole or any part of the Charged Property or any interest in the Charged Property or any part thereof for such consideration (if any) and upon such terms (including by deferred payment or payment by instalments) as it may think fit and to concur in any such transaction; (d) to sell or concur in selling the whole or any part of the Guarantor’s business whether as a going concern or otherwise; (e) to appoint, engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Guarantor upon such terms as to remuneration and otherwise and for such periods as he may determine; (f) to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in so doing, the Charged Property or any part thereof in any manner and for any purpose whatsoever; (g) 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, including the Bond Trustee, without security or on the security of any of the Charged Property and generally in such manner and on such terms as it may think fit; (h) to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Property or any part thereof; (i) to transfer all or any of the Charged Property and/or any of the liabilities of the Guarantor to any other company or body corporate, whether or not formed or acquired for such purpose, provided that such Charged Property remain subject to the Security; (j) to sell on condition and to grant rights and options over the whole or any part of the Charged Property and (with or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of agreements relating to or affecting any of the Charged Property in such circumstances, to such Persons (including, without limitation, to the Bond Trustee), for such purposes and upon such terms whatsoever as it may think fit and also to vary the terms of any contract affecting any of the Charged Property; (k) to redeem, discharge or compromise any Encumbrance from time to time having priority to or ranking pari passu with this Agreement; (l) to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees; (m) 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 Guarantor or otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate; (n) to exercise any powers, discretions, voting, conversion or other rights or entitlements in relation to any of the Charged Property or incidental to the ownership of or rights in or to any of the Charged Property and to complete or effect any transaction entered into by the Guarantor and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Guarantor relating to or affecting the Charged Property; (o) to delegate its powers by way of power of attorney or in any other manner to any Person any right, power or discretion exercisable by it under or pursuant to this Agreement on the terms (including the power to sub-delegate) and subject to any regulations which such Receiver may think fit and such Receiver will not be liable or responsible in any way to the Guarantor or the Bond Trustee for any loss or liability arising from any dishonesty, bad faith, wilful misconduct, gross negligence or reckless disregard on the part of any such delegate or sub-delegate; (p) 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 Charged Property which it may consider expedient as effectually as if he were solely and absolutely entitled to the Charged PropertyReceivership Assets; (q) in addition: (i) to do all other acts and things which it may consider desirable grant or necessary for realising any Charged Property accept a surrender of a lease or incidental or conducive to tenancy of any of the rights, powers Receivership Assets and to take a lease or discretions conferred on a Receiver under tenancy of any properties required or by virtue of this Agreement; and (ii) to exercise in relation to any Charged Property all convenient for the powers, authorities and things which it would be capable of exercising if he were the absolute beneficial owner business of the same, and may use the name of the Guarantor for any of the above purposes; andCompany; (r) to pay and discharge out make any arrangement or compromise on behalf of the profits and income of the relevant Charged Property and the funds to be made by it in carrying on the business of the Guarantor the expenses incurred in and about the carrying on and management of the business or in the exercise of any of the powers conferred by this Section 9.6 or otherwise Company in respect of such Charged Property the Receivership Assets; (s) call up any uncalled capital of the Company; (t) rank and all outgoings which it will think fit claim in the bankruptcy, insolvency, sequestration or liquidation of any person indebted to pay the Company and to apply receive dividends, and to accede to trust deeds for the residue creditors of the said profits, income or funds in the manner provided by Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) hereofany such person. The Bond Trustee may pay over to a Receiver any funds constituting part of the Charged Property to the extent that the same may be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) by such Receiver and the Bond Trustee may shall also have all powers from time to time determine what funds such Receiver will be at liberty to keep conferred on receivers by statute without, in hand with a view to the performance case of his duties as such Receiver. All distributions of funds made powers conferred by the Receiver will be applied for Law of Property A▇▇ ▇▇▇▇, the purposes referred to restrictions contained in Article 6 (Payments out Section 103 of the Guarantor Accounts upon Enforcement)that Act.

Appears in 1 contract

Sources: Composite Guarantee and Debenture (Presstek Inc /De/)

Powers of Receiver. Any Receiver of the Guarantor and/or the Charged Property or any part thereof appointed by the Bond TrusteeIssuer, in addition to any powers conferred on a Receiver receiver by statute or common law or equitylaw, will shall have the following powers: (a) to take possession of, get in and collect the Charged Property Assets (or such part thereof in respect of which it may be appointed) or any part thereof including income whether accrued before or after the date of his appointment; (b) to carry on, manage, concur in or authorise the management of, or appoint a manager of, the whole or any part of the business of the GuarantorIssuer; (c) to sell, dispone, convey, assign, novate, exchange, license, surrender, renounce, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the whole or any part of the Charged Property Assets or any interest in the Charged Property Assets or any part thereof for such consideration (if any) and upon such terms (including by deferred payment or payment by instalments) as it may think fit and to concur in any such transaction; (d) to sell or concur in selling the whole or any part of the Guarantor’s Issuer's business whether as a going concern or otherwise; (e) to appoint, engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Guarantor Issuer upon such terms as to remuneration and otherwise and for such periods as he may determine; (f) to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in so doing, the Charged Property Assets or any part thereof in any manner and for any purpose whatsoever; (g) 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, including the Bond Trustee, person without security or on the security of any of the Charged Property Assets and generally in such manner and on such terms as it may think fit; (h) to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Property Assets or any part thereof; (i) to transfer all or any of the Charged Property Assets and/or any of the liabilities of the Guarantor Issuer to any other company or body corporate, whether or not formed or acquired for such purpose, provided that such Charged Property remain subject the purpose and to form a subsidiary or subsidiaries of the SecurityIssuer; (j) to sell on condition 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 grant rights and options over enforce payment of any call by action (in the whole or any part name of the Charged Property and (with Issuer or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of agreements relating to or affecting any of the Charged Property in such circumstances, to such Persons (including, without limitation, to the Bond TrusteeReceiver as may be thought fit), for such purposes and upon such terms whatsoever as it may think fit and also to vary the terms of any contract affecting any of the Charged Property; (k) to redeem, discharge or compromise any Encumbrance Security Interest from time to time having priority to or ranking pari passu with this AgreementDeed; (l) to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees; (m) 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 Guarantor Issuer or otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate; (n) to exercise any powers, discretions, voting, conversion or other rights or entitlements in relation to any of the Charged Property Assets or incidental to the ownership of or rights in or to any of the Charged Property Assets and to complete or effect any transaction entered into by the Guarantor Issuer and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Guarantor Issuer relating to or affecting the Charged PropertyAssets; (o) to exercise all powers as are described in Schedule 1 and Schedule 2 to the Insolvency Act, whether or not the Receiver is an "administrative receiver" as defined in the Insolvency Act; (p) to delegate its powers by way of power of attorney attorney, or in any other manner to any Person person, any right, power or discretion exercisable by it under or pursuant to this Agreement Deed on the terms (including the power to sub-delegate) and subject to any regulations which such Receiver may think fit and such Receiver will shall not be liable or responsible in any way to the Guarantor Issuer or the Bond Security Trustee for any loss or liability arising from any dishonestyact, bad faithdefault, wilful misconduct, gross negligence omission or reckless disregard misconduct on the part of any such delegate or sub-delegate; (pq) 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 Charged Property Assets which it may consider expedient as effectually as if he were solely and absolutely entitled to the Charged PropertyAssets; (qr) in addition: (i) to do all other acts and things which it may consider desirable or necessary for realising any Charged Property Assets or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this AgreementDeed; and (ii) to exercise in relation to any Charged Property Assets all the powers, authorities and things which it would be capable of exercising if he it were the absolute beneficial owner of the same, and may use the name of the Guarantor Issuer for any of the above purposes; and (rs) to pay and discharge out of the profits and income of the relevant Charged Property Assets and the funds monies to be made by it in carrying on the business of the Guarantor Issuer the expenses incurred in and about the carrying on and management of the business or in the exercise of any of the powers conferred by this Section 9.6 Clause 10.6 or otherwise in respect of such Charged Property Assets and all outgoings which it will shall think fit to pay and to apply the residue of the said profits, income or funds monies in the manner provided by Article 6 Clause 7.2 (Payments out Post-Enforcement Priority of the Guarantor Accounts Upon EnforcementPayments) hereof. The Bond Security Trustee may pay over to a the Receiver or the Receiver may receive or recover any funds monies constituting part of the Charged Property Assets to the extent that the same may be applied for the purposes referred to in Article 6 Clause 7.2 (Payments out Post-Enforcement Priority of the Guarantor Accounts Upon EnforcementPayments) by such Receiver and the Bond Security Trustee may from time to time determine what funds such the Receiver will shall be at liberty to keep in hand with a view to the performance of his duties as such Receiver. All distributions of funds made by the Receiver will be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts upon Enforcement).

Appears in 1 contract

Sources: Deed of Charge

Powers of Receiver. Any Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up or dissolution of the Guarantor and/or Chargor) have and be entitled to exercise, in relation to the Charged Property or Assets (and any part thereof appointed assets of any Chargor which, when got in, would be Charged Assets) in respect of which he was appointed, and as varied and extended by the Bond Trusteeprovisions of this Debenture (in the name of or on behalf of the Chargor or in his own name and, in addition to any powers conferred on a Receiver by statute or common law or equityeach case, will have at the following powers:cost of the Chargor): (a) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that LPA; (b) all of the powers conferred by the Insolvency ▇▇▇ ▇▇▇▇; (c) all the powers and rights of an absolute owner and power to do or omit to do anything which the Chargor itself could do or omit to do; and (d) the power to enter upon, take possession of, get in and collect the Charged Property Assets (or such part thereof in respect of which it he may be appointed) or any part thereof including rents and income whether accrued before or after the date of his appointment; (be) the power to carry on, manage, concur in or authorise the management of, or appoint a manager of, of the whole or any part of the business of the GuarantorChargor; (cf) the power to sell, exchange, license, surrender, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the whole or any part of the Charged Property Assets or any interest in the Charged Property or any part thereof Assets for such consideration (if any) ), including any Investments whatsoever, and upon such terms (including by deferred payment or payment by instalments) as it he may think fit and to concur in any such transaction; (dg) the power to sell or concur in selling the whole or any part of the Guarantor’s Chargor's business whether as a going concern or otherwise; (eh) the power to grant any leases whatsoever and to let on charter, sub-charter, hire, lease or sell on condition and to grant rights, options, licences or easements over the whole or any part of the Charged Assets and (with or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of leases, hire purchase contracts or agreements relating to or affecting the Charged Assets in such circumstances, to such persons (including, without limitation, to the Chargee), for such purposes and upon such terms whatsoever as he may think fit and also to vary the terms of any lease or contract affecting the Charged Assets and to act in relation to any review of the rent or provide payments under such a lease in such manner as he may think fit; (i) the power to appoint, engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Guarantor Chargor upon such terms as to remuneration and otherwise and for such periods as he may determine; (fj) the power to insure, protect, decorate, maintain, repair, alter, improve, replace, exploit, sever fixtures from, demolish, add to and develop or concur in so doing, doing the Charged Property Assets or any part thereof in any manner and for any purpose whatsoever; (gk) for such consideration and on such terms as he may think fit, the power to purchase outright or acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or desirable for the carrying on, improvement or realisation of any of the Charged Assets or the business of the Chargor or otherwise for the benefit of the Charged Assets; (l) in connection with the exercise or the proposed exercise of any of its his powers or in order to obtain payment of its his remuneration (whether or not it is already payable), the power to borrow or raise money from any Personperson, including the Bond TrusteeChargee, without security or on the security of any of the Charged Property Assets and generally in such manner and on such terms as it he may think fit; (hm) the power to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Property Assets or any part thereof; (in) the power to transfer all or any of the Charged Property Assets and/or any of the liabilities of the Guarantor Chargor to any other company or body corporate, whether or not formed or acquired for such purpose, provided that such Charged Property remain subject the purpose and to form a subsidiary or subsidiaries of the SecurityChargor; (jo) the power to sell on condition call up or require the directors of the Chargor to call up all or any portion of the uncalled capital for the time being of the Chargor and to grant rights and options over enforce payment of any call by action (in the whole or any part name of the Charged Property and (with Chargor or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of agreements relating to or affecting any of the Charged Property in such circumstances, to such Persons (including, without limitation, to the Bond TrusteeReceiver as may be thought fit), for such purposes and upon such terms whatsoever as it may think fit and also to vary the terms of any contract affecting any of the Charged Property; (kp) the power to redeem, discharge or compromise any Encumbrance Security Interest from time to time having priority to or ranking pari passu with this AgreementDebenture; (lq) the power to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees; (mr) in connection with the exercise of any of its his powers, the power to execute or do, or cause or authorise to be executed or done, on behalf of or in the name of the Guarantor Chargor or otherwise, as it he may think fit, all documents, receipts, registrations, acts or things which it he may consider appropriate; (ns) to exercise any powers, discretions, voting, conversion or other rights or entitlements in relation to any of the Charged Property Assets or incidental to the ownership of or rights in or to any of the Charged Property Assets and to complete or effect any transaction entered into by the Guarantor Chargor and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Guarantor Chargor relating to or affecting the Charged PropertyAssets; (ot) to delegate its exercise all powers by way of power of attorney or as are described in any other manner to any Person any right, power or discretion exercisable by it under or pursuant to this Agreement on the terms (including the power to sub-delegate) and subject to any regulations which such Receiver may think fit and such Receiver will not be liable or responsible in any way Schedule 1 to the Guarantor Insolvency ▇▇▇ ▇▇▇▇, whether or not the Bond Trustee for any loss or liability arising from any dishonesty, bad faith, wilful misconduct, gross negligence or reckless disregard on the part of any such delegate or sub-delegateReceiver is an administrative receiver as defined in that Act; (pu) 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 Charged Property Assets which it he may consider expedient as effectually as if he were solely and absolutely entitled to the Charged Property; (q) in addition: (i) to do all other acts and things which it may consider desirable or necessary for realising any Charged Property or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Agreement; and (ii) to exercise in relation to any Charged Property all the powers, authorities and things which it would be capable of exercising if he were the absolute beneficial owner of the same, and may use the name of the Guarantor for any of the above purposes; and (r) to pay and discharge out of the profits and income of the relevant Charged Property and the funds to be made by it in carrying on the business of the Guarantor the expenses incurred in and about the carrying on and management of the business or in the exercise of any of the powers conferred by this Section 9.6 or otherwise in respect of such Charged Property and all outgoings which it will think fit to pay and to apply the residue of the said profits, income or funds in the manner provided by Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) hereof. The Bond Trustee may pay over to a Receiver any funds constituting part of the Charged Property to the extent that the same may be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) by such Receiver and the Bond Trustee may from time to time determine what funds such Receiver will be at liberty to keep in hand with a view to the performance of his duties as such Receiver. All distributions of funds made by the Receiver will be applied for the purposes referred to in Article 6 (Payments out of the Guarantor Accounts upon Enforcement)Assets.

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Sources: Debenture (Build a Bear Workshop Inc)