Common use of Security Clause in Contracts

Security. (a) In consideration of the Lender granting and continuing to make available the Facility to the Borrower, the Borrower, as beneficial owner, hereby charges (and agrees to charge) by way of first fixed charge and assigns absolutely (and agrees to assign absolutely) to the Lender: (i) all of the Shares subscribed for by, and issued to, the Borrower (or otherwise issued in favour of the Lender (or its nominee) for account of the Borrower) pursuant to, as a result of or otherwise in connection with the Application (the "Charged Shares") and all of the Borrower's rights, title, interest and benefit of, in and to such Charged Shares, including (without limitation): (1) rights to give instructions with respect to the Charged Shares; (2) all claims for damages and rights to receive monies due or to become due for any reason whatsoever in connection with the Charged Shares; (3) any assets deriving from, or relating to, the Charged Shares; and (4) all dividends, interest, distributions, allotments, offers, benefits, entitlements, securities and rights accruing, paid, made, offered or arising in respect of, and the proceeds of sale of, the Charged Shares; and (ii) to the extent that any amount paid for the subscription of the Shares pursuant to the Application is refunded, all sums of money so refunded or which may be refundable in relation to the Application, (together, the "Charged Assets"), in each case, as a continuing security for the due and punctual payment and discharge of all amounts, obligations and liabilities due, owing or incurred by the Borrower to the Lender under the Application and these Terms and Conditions, including the Facility (together, the "Secured Indebtedness"), provided that where the Borrower comprises more than one person, the Secured Indebtedness shall be limited to all amounts, obligations and liabilities due, owing or incurred by all of the persons comprising the Borrower jointly. (b) The Lender will not be liable for any failure to collect any amount payable on the Charged Shares, to pay any call or instalment, or to take any action in respect of them, or for any loss in connection with them. (c) The Borrower agrees not to do or cause or permit to be done any thing which may in any way depreciate, jeopardise or otherwise prejudice the value of the Lender's security hereunder. (d) The security constituted by this Clause 32 shall be a continuing security and shall remain in full force and effect until the Secured Indebtedness has been irrevocably and unconditionally discharged in full, notwithstanding the death, bankruptcy, winding-up, insolvency or liquidation or any incapacity of the Borrower or any other person, or any intermediate settlement of account or other matter whatsoever. The security constituted by this Clause 32 is in addition to, and independent of, any encumbrance, guarantee or other security or right or remedy now or at any time hereafter held by or available to the Lender. (e) Notwithstanding any discharge, release or settlement from time to time between the Lender and the Borrower, if any security, disposition or payment granted or made to the Lender in respect of the Secured Indebtedness by the Borrower or any other person is avoided or set aside or ordered to be surrendered, paid away, refunded or reduced by virtue of any law relating to bankruptcy, insolvency or otherwise, the Lender shall be entitled to enforce the security hereby constituted as if no such discharge, release or settlement had occurred. (f) Upon the occurrence of an Event of Default, the security created under this Clause 32 shall become enforceable in accordance with the provisions hereof. At any time after the security hereby created has become enforceable, the power of sale and other powers conferred hereunder, and all other powers conferred on mortgagees by law or otherwise, shall be immediately exercisable and the Lender shall be entitled to enforce the security hereby constituted and may, without prior notice to the Borrower, retain, apply, realise, sell or otherwise dispose of all or any part of the Charged Assets and apply the proceeds thereof in or towards the discharge of the costs thereby incurred and of the Secured Indebtedness in such manner as the Lender in its absolute discretion thinks fit, with the remaining balance of such proceeds (if any) to be paid to the Borrower. Such power of sale or other disposal shall operate as a variation and extension of the power of sale conferred by any relevant statutory or other law, but any restrictions on such powers by such statutory or other law shall not apply to the fullest extent permissible under such statutory or other law. In the event that the net proceeds of disposal of the Charged Assets received by the Lender are insufficient to settle the full amount of the Secured Indebtedness, the Borrower undertakes to pay to the Lender immediately on demand the balance of any amount then due and owing to the Lender. Without limiting (g) The security created under this Clause 32 may be enforced without the Lender first having recourse to any other security or rights or taking any other steps or proceedings against any other person and may be enforced for any balance due after resorting to any one or more other means of obtaining payment or discharge of the monies, obligations and liabilities hereby secured. (h) The Borrower shall not have any claim against the Lender or against any nominee, custodian, agent, representative, correspondent or attorney of the Lender in respect of any loss arising out of the sale of the Charged Assets or any of them or any postponement thereof howsoever caused and whether or not a better price could or might have been obtained upon the sale of the Charged Assets or any of them by deferring or advancing the date of such sale or otherwise howsoever. Nothing that shall be done by or on behalf of the Lender or anyone appointed by the Lender shall render it liable to account as a mortgagee in possession for any sums other than actual receipts. (i) The Borrower will do or permit to be done everything which the Lender may from time to time require to be done for the purpose of enforcing the Lender's rights hereunder and will allow the name of the Borrower to be used as and when required by the Lender for that purpose. (j) The Lender may exercise its rights under this Clause 32 without prejudice to, and without affecting, any other rights it may have under these Terms and Conditions.

Security. (a) In consideration of the Lender granting and continuing to make available the Facility to the Borrower, the Borrower, as beneficial owner, hereby charges (and agrees to charge) by way of first fixed charge and assigns absolutely (and agrees to assign absolutely) to the Lender: (i) all of the Shares subscribed for by, and issued to, the Borrower (or otherwise issued in favour of the Lender (or its nominee) for account of the Borrower) pursuant to, as a result of or otherwise in connection with the Application (the "Charged Shares") and all of the Borrower's rights, title, interest and benefit of, in and to such Charged Shares, including (without limitation): (1) rights to give instructions with respect to the Charged Shares; (2) all claims for damages and rights to receive monies due or to become due for any reason whatsoever in connection with the Charged Shares; (3) any assets deriving from, or relating to, the Charged Shares; and (4) all dividends, interest, distributions, allotments, offers, benefits, entitlements, securities and rights accruing, paid, made, offered or arising in respect of, and the proceeds of sale of, the Charged Shares; and (ii) to the extent that any amount paid for the subscription of the Shares pursuant to the Application is refunded, all sums of money so refunded or which may be refundable in relation to the Application, (together, the "Charged Assets"), in each case, as a continuing security for the due and punctual payment and discharge of all amounts, obligations and liabilities due, owing or incurred by the Borrower to the Lender under the Application and these Terms and Conditions, including the Facility (together, the "Secured Indebtedness"), provided that where the Borrower comprises more than one person, the Secured Indebtedness shall be limited to all amounts, obligations and liabilities due, owing or incurred by all of the persons comprising the Borrower jointly. (b) The Lender will not be liable for any failure to collect any amount payable on the Charged Shares, to pay any call or instalment, or to take any action in respect of them, or for any loss in connection with them. (c) The Borrower agrees not to do or cause or permit to be done any thing which may in any way depreciate, jeopardise or otherwise prejudice the value of the Lender's security hereunder. (d) The security constituted by this Clause 32 shall be a continuing security and shall remain in full force and effect until the Secured Indebtedness has been irrevocably and unconditionally discharged in full, notwithstanding the death, bankruptcy, winding-up, insolvency or liquidation or any incapacity of the Borrower or any other person, or any intermediate settlement of account or other matter whatsoever. The security constituted by this Clause 32 is in addition to, and independent of, any encumbrance, guarantee or other security or right or remedy now or at any time hereafter held by or available to the Lender. (e) Notwithstanding any discharge, release or settlement from time to time between the Lender and the Borrower, if any security, disposition or payment granted or made to the Lender in respect of the Secured Indebtedness by the Borrower or any other person is avoided or set aside or ordered to be surrendered, paid away, refunded or reduced by virtue of any law relating to bankruptcy, insolvency or otherwise, the Lender shall be entitled to enforce the security hereby constituted as if no such discharge, release or settlement had occurred. (f) Upon the occurrence of an Event of Default, the security created under this Clause 32 shall become enforceable in accordance with the provisions hereof. At any time after the security hereby created has become enforceable, the power of sale and other powers conferred hereunder, and all other powers conferred on mortgagees by law or otherwise, shall be immediately exercisable and the Lender shall be entitled to enforce the security hereby constituted and may, without prior notice to the Borrower, retain, apply, realise, sell or otherwise dispose of all or any part of the Charged Assets and apply the proceeds thereof in or towards the discharge of the costs thereby incurred and of the Secured Indebtedness in such manner as the Lender in its absolute discretion thinks fit, with the remaining balance of such proceeds (if any) to be paid to the Borrower. Such power of sale or other disposal shall operate as a variation and extension of the power of sale conferred by any relevant statutory or other law, but any restrictions on such powers by such statutory or other law shall not apply to the fullest extent permissible under such statutory or other law. In the event that the net proceeds of disposal of the Charged Assets received by the Lender are insufficient to settle the full amount of the Secured Indebtedness, the Borrower undertakes to pay to the Lender immediately on demand the balance of any amount then due and owing to the Lender. Without limitingare (g) The security created under this Clause 32 may be enforced without the Lender first having recourse to any other security or rights or taking any other steps or proceedings against any other person and may be enforced for any balance due after resorting to any one or more other means of obtaining payment or discharge of the monies, obligations and liabilities hereby secured. (h) The Borrower shall not have any claim against the Lender or against any nominee, custodian, agent, representative, correspondent or attorney of the Lender in respect of any loss arising out of the sale of the Charged Assets or any of them or any postponement thereof howsoever caused and whether or not a better price could or might have been obtained upon the sale of the Charged Assets or any of them by deferring or advancing the date of such sale or otherwise howsoever. Nothing that shall be done by or on behalf of the Lender or anyone appointed by the Lender shall render it liable to account as a mortgagee in possession for any sums other than actual receipts. (i) The Borrower will do or permit to be done everything which the Lender may from time to time require to be done for the purpose of enforcing the Lender's rights hereunder and will allow the name of the Borrower to be used as and when required by the Lender for that purpose. (j) The Lender may exercise its rights under this Clause 32 without prejudice to, and without affecting, any other rights it may have under these Terms and Conditions.