Common use of Transaction Security Documents Clause in Contracts

Transaction Security Documents. (a) If the Additional Obligor is the Target: (i) the Target General Security Deed; (ii) the Freehold Property Mortgages; (iii) the Leasehold Property Mortgages; (iv) the Water Licence Mortgages; and (v) the Mining Mortgages. (b) Any security documents in favour of the Security Trustee, the Finance Parties as defined in the Security Trust Deed, or a Finance Party as trustee for the Security Trustee as specified by the Agent in respect of the obligations of the proposed Additional Obligor (with or without securing the obligations of other Obligors) under the Finance Documents, giving Security over all or substantially all its assets which may be the subject of Security by law except to the extent otherwise agreed by the Agent acting on the instructions of the Majority Lenders. (c) Any notices or documents required to be given or executed under those security documents or by the Agent or Security Trustee in respect of those security documents or Security. (d) Evidence that any other step then required to be taken under those security documents or by the Agent or Security Trustee in respect of those security documents or Security has been taken. (e) All share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Additional Obligor in blank in relation to the assets subject to or expressed to be subject to the Transaction Security Documents, other than any share certificates in the Target. (f) In respect of any Additional Obligor incorporated in or having assets situated in Jersey: (i) a duly completed Jersey Consent Letter signed by the relevant Additional Obligor and any individual named therein as the contact for service for the applicable Additional Obligor consenting to the inclusion of their name and contact details in a financing statement; (ii) a search of the SIR made against each Additional Obligor on the date of the relevant Transaction Security Document showing that no financing statements have been registered against it (other than in favour of the Security Trustee); (iii) a verification statement issued by the Registrar of the SIR indicating that a financing statement has been successfully registered in respect of each grantor under the Transaction Security Document; and (iv) if an Additional Obligor is not incorporated in Jersey, confirmation that the process agent required to be appointed under the Transaction Security Document to which that Additional Obligor is party, has accepted its appointment in relation to that Additional Obligor. (g) In respect of any Transaction Security Document which is securing the shares of a Jersey entity: (i) if required, a copy of a special resolution amending its articles of association to permit the taking and enforcing of security without, inter alia, a right for directors to refuse, in their discretion, to register a transfer of shares; and (ii) a copy of an extract of its register of members including an annotation in a form agreed with the Security Trustee and identifying the shares over which security has been granted, duly certified by an authorised signatory of that company as at the date of the Transaction Security Document.

Appears in 2 contracts

Sources: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)