be solely responsible for
his acts and defaults and for the payment of his remuneration.
No Lender Party
shall incur any liability
12
(either to the Company or to any other person) by reason of the appointment of a
Receiver or for any other reason.
13.
POWERS OF RECEIVER
13.1
GENERAL POWERS
Any Receiver shall have:
(A)
ALL THE POWERS WHICH ARE CONFERRED BY THE
ACT ON MORTGAGEES IN POSSESSION AND RECEIVERS APPOINTED UNDER THE ACT;
(B)
(WHETHER OR NOT HE IS AN ADMINISTRATIVE
RECEIVER) ALL THE POWERS WHICH ARE LISTED IN SCHEDULE 1 OF THE INSOLVENCY ACT
1986; AND
(C)
ALL POWERS WHICH ARE CONFERRED BY ANY OTHER
LAW CONFERRING POWER ON RECEIVERS.
13.2
ADDITIONAL POWERS
In addition to the powers referred to in clause 13.1 (General powers), a
Receiver shall have the following powers:
(A)
TO TAKE POSSESSION OF, COLLECT AND GET IN
ALL OR ANY PART OF THE SECURITY ASSETS AND/OR INCOME IN RESPECT OF WHICH HE WAS
APPOINTED;
(B)
TO MANAGE THE SECURITY ASSETS AS HE THINKS
FIT;
(C)
TO REDEEM ANY SECURITY AND TO BORROW OR
RAISE ANY MONEY AND SECURE THE PAYMENT OF ANY MONEY IN PRIORITY TO THE US
SECURED OBLIGATIONS FOR THE PURPOSE OF THE EXERCISE OF HIS POWERS AND/OR
DEFRAYING ANY COSTS OR LIABILITIES INCURRED BY HIM IN SUCH EXERCISE;
(D)
TO SELL OR CONCUR IN SELLING OR OTHERWISE
DISPOSING OF ALL OR ANY PART OF THE SECURITY ASSETS IN RESPECT OF WHICH HE WAS
APPOINTED WITHOUT THE NEED TO OBSERVE THE RESTRICTIONS IMPOSED BY SECTION 103 OF
THE ACT.
THE CONSIDERATION FOR ANY SUCH TRANSACTION MAY CONSIST OF CASH,
DEBENTURES OR OTHER OBLIGATIONS, SHARES, STOCK OR OTHER VALUABLE CONSIDERATION
(AND THE AMOUNT OF SUCH CONSIDERATION MAY BE DEPENDENT UPON PROFIT OR TURNOVER
OR BE DETERMINED BY A THIRD PARTY).
ANY SUCH CONSIDERATION MAY BE PAYABLE IN A
LUMP SUM OR BY INSTALMENTS SPREAD OVER SUCH PERIOD AS HE THINKS FIT;
(E)
TO CARRY OUT ANY SALE OR OTHER DISPOSAL OF
ALL OR ANY PART OF THE SECURITY ASSETS BY CONVEYING, TRANSFERRING, ASSIGNING OR
LEASING THE SAME IN THE NAME OF THE COMPANY AND, FOR THAT PURPOSE, TO ENTER INTO
COVENANTS AND OTHER CONTRACTUAL OBLIGATIONS IN THE NAME OF, AND SO AS TO BIND,
THE COMPANY;
(F)
TO TAKE ANY SUCH PROCEEDINGS (IN THE NAME
OF THE COMPANY OR OTHERWISE) AS HE SHALL THINK FIT IN RESPECT OF THE SECURITY
ASSETS AND/OR INCOME IN RESPECT OF WHICH HE WAS APPOINTED (INCLUDING PROCEEDINGS
FOR RECOVERY OF RENT OR OTHER MONIES IN ARREARS AT THE DATE OF HIS APPOINTMENT);
(G)
TO ENTER INTO OR MAKE ANY SUCH AGREEMENT,
ARRANGEMENT OR COMPROMISE AS HE SHALL THINK FIT;
(H)
TO INSURE, AND TO RENEW ANY INSURANCES IN
RESPECT OF, THE SECURITY ASSETS AS HE SHALL THINK FIT (OR AS THE COLLATERAL
AGENT SHALL DIRECT);
13
(I)
TO APPOINT AND EMPLOY SUCH MANAGERS AND
OFFICERS AND ENGAGE SUCH PROFESSIONAL ADVISERS AS HE SHALL THINK FIT (INCLUDING,
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING