Enforcement

3.1 The security and charge created pursuant to this Charge shall become enforceable at any time after the occurrence of an Event of Default.

3.2 In addition to the foregoing provisions of this Clause, the Bank may at any time after an Event of Default is declared appoint in writing a Receiver or Receivers of the Charged Assets on such terms as to remuneration and otherwise as it shall think fit, and may from time to time remove any Receiver and appoint an alternative receiver.

3.3 If a Receiver is appointed, such Receiver shall be the agent of the Borrower and have all the powers set out in Schedule 1 to the Insolvency Act 1986 and, in addition, shall have the power:

a. to take possession of, get in and enforce the Charged Assets;

b. to take any steps that may be necessary or desirable to effect compliance with any or all of the agreements charged or assigned pursuant to this Charge and to carry on, manage or concur in carrying on and managing the business of the Borrower or any part of the same in relation to the Film, and for any of those purposes to raise or borrow from the Bank or otherwise any money that may be required upon the security of the whole or any part of the property or assets charged or assigned by this Charge;

c. to institute proceedings and sue in the name of the Borrower and to appoint managers, agents and employees at such salaries as the Receiver may determine;

d. to sell or license or concur in selling or licensing the interest of the Borrower in the Charged Assets or otherwise deal therewith and on such terms in the interest of the Bank as the Receiver thinks fit;

e. to appoint and discharge managers, advisers, officers, agents, contractors, workmen and employees for any of the aforesaid purposes for such remuneration and on such other terms as the Bank or the Receiver shall think fit;

f. to do all such other acts and things as may be considered to be incidental or conducive to any of the matters or powers aforesaid and which he lawfully may or can do; and g. to make any arrangement or compromise and enter into any contract or do any other act or make any omission which he shall think expedient in the interest of the Bank and to do any other act or thing which a Receiver appointed under the Law of Property Act 1925 or the Insolvency Act 1986 would have power to do subject to the provisions of this Charge, provided always that nothing contained in this Charge shall make the Bank liable to such Receiver as aforesaid in respect of the Receiver's remuneration, costs, charges or expenses or otherwise. 3.4 At any time after the security created hereunder becomes enforceable, the Bank or a Receiver may (but shall not be obliged to) do all such things and incur all such expenditure as the Bank or such Receiver shall in its sole discretion consider necessary or desirable to remedy such default or protect or realize the Charged Assets or its interests under this Charge, and in particular (but without limitation) may enter upon the Borrower's property and may pay any monies which may be payable in respect of any of the Charged Assets, and any monies expended in so doing by the Bank or the Receiver shall be deemed an expense properly incurred and paid by the Bank, and the Borrower shall reimburse the same on demand to the Bank.

This clause describes the circumstances in which the Charge will become enforceable. Upon the occurrence of an event of default under the Facility letter, the Bank will be entitled to enforce the Charge and assert its rights to receive, sell or otherwise deal with the assets charged and assigned in favour of the Bank under the Charge. The Bank has the power to deal with the Charged Assets in any way that it thinks fit and to apply them in repayment of the loan facility and/or in repayment of the Bank's costs and expenses as the Bank may decide. The Bank also has the power to appoint a Receiver over the Borrower and this clause also sets out wide powers to enable the Receiver to get in and realize (essentially, into cash) the Charged Assets.

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