Common use of Powers of the Secured Party Clause in Contracts

Powers of the Secured Party. 7.1 Upon the occurrence of an Event of Default or the death insolvency or bankruptcy of the Chargor or a demand being made for the payment of all or any of the Secured Obligations the security hereby constituted shall become immediately enforceable and the power of sale and other powers specified in Section 30 of the Act (applied in respect of personal property as well as real property) as varied or amended by this Charge shall be immediately exercisable upon and at any time thereafter and without prejudice to the generality of the foregoing the Secured Party without further notice to the Chargor: (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in such manner as the Secured Party may think fit; and/or (b) may (without prejudice to the obligations of the Chargor pay to the Secured Party the Dividend Payments as set out in the Share Purchase Agreement) receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Secured Party, until applied in the manner described in Clause 7.5, as additional security charged under and subject to the terms of this Charge and any such dividends, interest or other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Secured Party and paid or transferred to the Secured Party on demand; and/or (c) may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Secured Party may deem fit, and thereupon the Secured Party shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.2 Section 29 and Section 31 of the Act shall not apply to this Deed or to any other security given to the Secured Party pursuant hereto. 7.3 For the avoidance of doubt, the powers of the Secured Party by virtue of this Deed shall not be limited to those specified in Section 30 of the Act. For the purpose of all powers conferred by statute, the Secured Obligations shall be deemed to have become due and payable on the date hereof. 7.4 In exercising the powers referred to in Clause 7.1, the Charged Property or any part thereof may be sold or disposed of at such times and in such manner and generally on such terms and conditions and for such consideration as the Secured Party may think fit. Any such sale 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 the Secured Party may think fit. No purchaser or other person shall be bound or concerned to see or enquire whether the right of the Secured Party to exercise any of the powers hereby conferred has arisen or not or be concerned with notice to the contrary or with the propriety of the exercise or purported exercise of such powers. 7.5 All money received by the Secured Party in the exercise of any powers conferred by this Deed shall be applied after the discharge of all liabilities having priority thereto in or towards satisfaction of the Secured Obligations in the following order of priority (save that the Secured Party may credit the same to a suspense account for so long and in such manner as the Secured Party may from time to time determine): first, in satisfaction of or provision for all costs, charges and expenses incurred and payments made by the Secured Party and of all remuneration due hereunder in each case, together with interest (as well after as before judgment and payable on demand) at the Default Rate from the date the same becomes due and payable until the date the same are unconditionally and irrevocably paid and discharged in full; second, in payment to the Secured Party to be first applied in or towards the discharge of the Secured Obligations; third, in retention of an amount equal to any part or parts of the Secured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Secured Party) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Clause 7.5; and

Powers of the Secured Party. 7.1 Upon the occurrence of an Event of Default or the death insolvency or bankruptcy of the Chargor or a demand being made for the payment of all or any of the Secured Obligations the security hereby constituted shall become immediately enforceable and the power of sale and other powers specified in Section 30 of the Act (applied in respect of personal property as well as real property) as varied or amended by this Charge shall be immediately exercisable upon and at any time thereafter and without prejudice to the generality of the foregoing the Secured Party without further notice to the Chargor: (a) may solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in such manner as the Secured Party may think fit; and/or (b) may (without prejudice to the obligations of the Chargor pay to the Secured Party the Dividend Payments as set out in the Share Purchase Agreement) receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Secured Party, until applied in the manner described in Clause 7.5, as additional security charged under and subject to the terms of this Charge and any such dividends, interest or other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Secured Party and paid or transferred to the Secured Party on demand; and/or (c) may sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Secured Party may deem fit, and thereupon the Secured Party shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of. 7.2 Section 29 and Section 31 of the Act shall not apply to this Deed or to any other security given to the Secured Party pursuant hereto. 7.3 For the avoidance of doubt, the powers of the Secured Party by virtue of this Deed shall not be limited to those specified in Section 30 of the Act. For the purpose of all powers conferred by statute, the Secured Obligations shall be deemed to have become due and payable on the date hereof. 7.4 In exercising the powers referred to in Clause 7.1, the Charged Property or any part thereof may be sold or disposed of at such times and in such manner and generally on such terms and conditions and for such consideration as the Secured Party may think fit. Any such sale 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 the Secured Party may think fit. No purchaser or other person shall be bound or concerned to see or enquire whether the right of the Secured Party to exercise any of the powers hereby conferred has arisen or not or be concerned with notice to the contrary or with the propriety of the exercise or purported exercise of such powers. 7.5 All money received by the Secured Party in the exercise of any powers conferred by this Deed shall be applied after the discharge of all liabilities having priority thereto in or towards satisfaction of the Secured Obligations in the following order of priority (save that the Secured Party may credit the same to a suspense account for so long and in such manner as the Secured Party may from time to time determine): first, in satisfaction of or provision for all costs, charges and expenses incurred and payments made by the Secured Party and of all remuneration due hereunder in each case, together with interest (as well after as before judgment and payable on demand) at the Default Rate from the date the same becomes due and payable until the date the same are unconditionally and irrevocably paid and discharged in full; second, in payment to the Secured Party to be first applied in or towards the discharge of the Secured Obligations; third, in retention of an amount equal to any part or parts of the Secured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Secured Party) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Clause 7.5; andand fourth, after the end of the Security Period, in payment of the surplus (if any) to the relevant Chargor or other person entitled thereto. 7.6 the Secured Party shall not be liable to account as mortgagee in possession in respect of all or any part of the Charged Property and shall not be liable for any loss upon realisation or for any neglect or default to present any interest coupon or any bond or stock drawn for repayment or for any failure to pay any call instalment or to accept any offer or to notify the Chargor of any such matter or for any negligence or default by its nominees, correspondents or agents or for any other loss of any nature whatesoever in connection with the Charged Property.