Common use of Security Assets Clause in Contracts

Security Assets. (a) The Chargor has not received notice of any adverse claim in respect of any of the Security Assets. (b) The Chargor is (subject to the terms of the Facility Agreement) the legal and beneficial owner of the Security Assets and it or its nominee is the absolute legal owner of the Security Assets and, with full title guarantee, it is able to mortgage and has so mortgaged the Security Assets. (c) The security created over the Security Assets under this Mortgage constitutes a first priority security interest over the Security Assets. (d) The Security Assets are within the Chargor’s disposition and control and neither the terms of the Security Assets nor of the Memorandum and Articles of Association of the Issuer restrict or otherwise limit the right to mortgage, charge or pledge the Security Assets in favour of the Administrative Agent. (e) The Shares are duly authorised, validly issued, fully paid or credited as fully paid and no calls have been made in respect thereof which remain unpaid or can be made in respect thereof in the future. (f) Except as stated in Clause 3 (Creation of Security), the Chargor has not sold or granted any rights of pre-emption over or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Security Assets. (g) The Shares are non-assessable and neither the Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.

Security Assets. (a) The Chargor has not received notice of any adverse claim in respect of any of the Security Assets. (b) The Chargor is (subject to the terms of the Facility Agreement) the legal and beneficial owner of the Security Assets and it or its nominee is the absolute legal owner of the Security Assets and, with full title guarantee, it is able to mortgage and has so mortgaged the Security Assets. (c) The Subject only to the security created pursuant to the Prior Mortgage, the security created over the Security Assets under this Mortgage constitutes a first priority security interest over the Security Assets. (d) The Subject only to the security created pursuant to the Prior Mortgage the Security Assets are within the Chargor’s disposition and control and neither the terms of the Security Assets nor of the Memorandum and Articles of Association of the Issuer restrict or otherwise limit the right to mortgage, charge or pledge the Security Assets in favour of the Administrative Agent. (e) The Shares are duly authorised, validly issued, fully paid or credited as fully paid and no calls have been made in respect thereof which remain unpaid or can be made in respect thereof in the future. (f) Except as stated in Clause 3 (Creation of Security), the Chargor has not sold or granted any rights of pre-emption over or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Security Assets. (g) The Shares are non-assessable and neither the Shares nor the Related Rights are subject to any options to purchase or similar rights of any person.