Granting of Security. 2.1 As security for the payment and performance of the Secured Obligations, Party B hereby grants to Party A with full title guarantee and free from any adverse interest whatsoever (other than any security interest of Party A or the Custodian granted pursuant to this Security Deed and/or Custody Agreement or a lien routinely imposed on all securities in a relevant clearing system) (a) a security interest by way of first fixed charge over the Security Assets, and (b) if and to the extent that the charge under (a) does not take effect in accordance with its terms, a floating charge over the Security Assets; paragraph 14 of Schedule B1 to the Insolvency Xxx 0000 applies to such floating charge. 2.2 Party B assigns and agrees to assign by way of security, absolutely and unconditionally, to Party A all its right, title and interest from time to time in and to the Custody Agreement. 2.3 The security constituted by this Security Deed shall be a continuing security and shall not be satisfied or released by any intermediate payment or satisfaction of any part of the Secured Obligations, and shall not be affected by or merged with any other security interest now or subsequently held by Party A for all or any of the Secured Obligations. 2.4 Where any discharge is made in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on liquidation or otherwise without limitation, the security constituted by this Security Deed and the liability of Party B under this Security Deed shall continue as if there had been no such discharge or arrangement. 2.5 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, (1) Party A may at any time without further notice appoint in respect of the Security Assets, under seal or in writing under its hand or in the manner prescribed in Schedule B1 to the Insolvency Xxx 0000 (as applicable) any one or more persons qualified to be (i) an administrator (as defined in paragraph 1 of Schedule B1 to the Insolvency Act 1986) (an “Administrator”) or (ii) a receiver (a “Receiver”) of Party B over all or any part of the Security Assets in like manner in every respect as if Party A had become entitled under the Law of Property Xxx 0000 to exercise the power of sale conferred under that Act and (2) Party A shall, without prejudice to the foregoing, become entitled without prior notice to Party B or prior authorisation from any court, to sell or otherwise dispose of all or any part of the Security Assets (at the times, in the manner and on the terms it thinks fit). Party A shall be entitled to apply the proceeds of that sale or other disposal in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations. Any such Receiver shall have all the rights, remedies, powers and discretions conferred by that Act and the Insolvency Xxx 0000 on a receiver appointed under it (save that Section 103 of the Law of Property Xxx 0000 shall not apply). To the fullest extent permitted by law, any right, power or discretion conferred by this Security Deed (either expressly or implicitly) upon a Receiver may, after the security becomes enforceable, be exercised by Party A without first appointing a Receiver or notwithstanding the appointment of a Receiver. The power of sale or other disposal shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Xxx 0000. The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Security Deed or to any exercise by Party A of its right to consolidate mortgages or its power of sale. A certificate in writing by an officer or agent of Party A that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of that fact, in favour of a purchaser of all or any part of the Security Assets. 2.6 Party A may remove any Receiver appointed by it and may, whenever it deems it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated. Party A may fix the remuneration of any Receiver appointed by it. 2.7 Each Receiver or Administrator is deemed to be the agent of Party B for all purposes and accordingly each Receiver is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Xxx 0000. Party A shall not incur any liability (either to Party B or to any other person) by reason of Party A appointing a Receiver or Administrator or for any other reason where Party A was (or considered in good faith that it was) entitled to appoint a Receiver or Administrator. 2.8 Party A and any Receiver may at any time or times delegate to any person(s) all or any of its rights, powers and discretions under this Security Deed on such terms (including power to sub-delegate) as Party A or the Receiver sees fit, and may employ agents, managers, employees, advisers and others on such terms as it sees fit. 2.9 The rights of Party A hereunder may be exercised as often as necessary, are cumulative and are not exclusive of its rights under the general law. 2.10 Once the Secured Obligations have been irrevocably and unconditionally paid or discharged in full, Party A shall take whatever action is reasonably necessary to irrevocably and unconditionally release the security granted by this Security Deed. 2.11 Party B may not withdraw any amounts of Collateral Shares from the Securities Account other than with the consent of Party A for the duration of the security interests constituted by this Security Deed. 2.12 Party B shall procure that for the duration of the security interests constituted by this Security Deed all amounts of cash received in respect of the Collateral Shares are paid into the Cash Account and are subject to the security interests created hereby. 2.13 Party B may not vary, amend, waive or terminate any terms of the Custody Agreement without the consent of Party A. 2.14 The security interests created in this Clause 2 shall become immediately enforceable and the power of sale and other powers conferred by law shall be exercisable by Party A immediately upon the occurrence of an Enforcement Event that is continuing. 2.15 Party B shall not, except to the extent provided in the Custody Agreement, the Agreement or this Security Deed, at any time without the prior written consent or agreement of Party A (i) create, extend or permit to subsist any mortgage or other fixed security, floating charge, pledge, hypothecation or lien (other than a lien arising by operation of law or a security interest arising by operation of the rules of any clearance or settlement system) or other security interest of any kind over the Security Assets, whether in any such case ranking in priority to or pari passu with or after the charges created by Party B under Clause 2.1, or (ii) sell, assign, transfer or otherwise dispose of or agree to sell, assign, transfer or otherwise dispose of any of the Security Assets. 2.16 To the extent that any of the Security Assets constitutes “financial collateral” and this Security Deed and the obligations of Party B hereunder or the Secured Obligations constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Regulations), if the security interests created in Clause 2 have become enforceable or as otherwise provided for in accordance with the terms of the Confirmation, Party A shall have the right to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be as specified in the Confirmation. The parties further agree that the method of valuation provided for in the Confirmation shall constitute a commercially reasonable method of valuation for the purposes of the Regulations. 2.17 The obligations of Party B and the security created pursuant hereto shall not be discharged, impaired or otherwise affected by: (a) any winding up, dissolution, administration or re-organisation of or other change in Party B or any other company, corporation, partnership or other person; (b) any of the Secured Obligations being at any time illegal, invalid, unenforceable or ineffective; (c) any time or other indulgence being granted to Party B or any other company, corporation, partnership or other person; (d) any amendment, variation, waiver or release of any of the Secured Obligations; (e) any failure to take or failure to realise the value of any other security in respect of the Secured Obligations or any release, discharge, exchange or substitution of any such security or any other security or purported security in respect of the Secured Obligations is not or ceases to be valid, binding or effective; or (f) any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of Party B under this Security Deed. 2.18 Party A shall not be obliged to make any demand of Party B, to take any action or obtain judgment in any court against Party B or to make or file any proof or claim in a liquidation or insolvency of Party B or to enforce or seek to enforce any other security in respect of the Secured Obligations before enforcing the security created pursuant hereto or exercising any of its rights hereunder. 2.19 Notices of Security and Further Assurance 2.19.1 Party B shall promptly execute all documents and do all things (including the delivery, assignment or payment of all or part of the Security Assets to Party A or its nominee(s) that Party A may reasonably specify for the purpose of (a) exercising all of its rights hereunder or under law or (b) securing and perfecting its security over or title to all or any part of the Security Assets. In particular, Party B shall deliver a notice to the Custodian in the form of the Schedule hereto and procure that the Custodian acknowledges such notice in the form appended thereto. 2.19.2 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, Party B shall upon the demand from Party A (a) procure the transfer of the Security Assets into the name of Party A or such nominee(s), agents or purchasers as it shall direct and (b) execute all documents and do all other things that Party A may reasonably require to facilitate the realisation of the Security Assets. 2.20 Party B, by way of security, irrevocably appoints each of Party A and each person nominated by Party A for this purpose severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents (including any stock transfer forms and other instruments of transfer) and do all things that Party A may consider to be necessary for (a) carrying out any obligation imposed on Party B by this Security Deed or (b) exercising any of the rights conferred on Party A by this Security Deed or by law, (including, after the security constituted by this Security Deed has become enforceable, the exercise of any right of a legal or a beneficial owner of Security Assets). Party B shall ratify and confirm all things done and all documents executed by Party A or such nominated person in the proper exercise of that power of attorney. 2.21 Party B agrees that Party A shall be entitled without prior notice to Party B to transfer Shares held in the Securities Account to or to the order of Party A where the exercise of the share options documented pursuant to the Agreement requires the delivery of Shares by Party B to Party A. Party B acknowledges that Party A has a right of Rehypothecation as defined in the Confirmation, subject to the conditions and limitations set forth therein. 2.22 Party B agrees that it will remain liable under the Custody Agreement to perform all obligations imposed on it under the Custody Agreement and none of Party A, its agents, any receiver, administrator or any other person will at any time be under any obligation or liability to the Custodian under or in respect of the Custody Agreement. 2.23 Unless the security interests created by this Clause 2 have become enforceable, Party B shall be entitled to exercise all the voting rights attached to the Collateral Shares standing to the credit of the Securities Account (but only in a manner consistent with the terms of this Security Deed).
Appears in 3 contracts
Samples: Security Deed (Waha Capital PJSC), Security Deed (Waha Capital PJSC), Security Deed (Waha Capital PJSC)
Granting of Security. 2.1 As security for the payment and performance of the Secured Obligations, Party B hereby grants to Party A with full title guarantee and free from any adverse interest whatsoever (other than any security interest of Party A or the Custodian granted pursuant to this Security Deed and/or Custody Agreement and/or the Account Bank Agreement or a lien routinely imposed on all securities in a relevant clearing system) (a) a security interest by way of first fixed charge over the Security Assets, and (b) if and to the extent that the charge under (a) does not take effect in accordance with its terms, a floating charge over the Security Assets; paragraph 14 of Schedule B1 to the Insolvency Xxx 0000 applies to such floating charge.
2.2 Party B assigns and agrees to assign by way of security, absolutely and unconditionally, to Party A all its right, title and interest from time to time in and to the Custody Agreement and the Account Bank Agreement.
2.3 The security constituted by this Security Deed shall be a continuing security and shall not be satisfied or released by any intermediate payment or satisfaction of any part of the Secured Obligations, and shall not be affected by or merged with any other security interest now or subsequently held by Party A for all or any of the Secured Obligations.
2.4 Where any discharge is made in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on liquidation or otherwise without limitation, the security constituted by this Security Deed and the liability of Party B under this Security Deed shall continue as if there had been no such discharge or arrangement.
2.5 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, (1) Party A may at any time without further notice appoint in respect of the Security Assets, under seal or in writing under its hand or in the manner prescribed in Schedule B1 to the Insolvency Xxx 0000 (as applicable) any one or more persons qualified to be (i) an administrator (as defined in paragraph 1 of Schedule B1 to the Insolvency Act 1986) (an “Administrator”) or (ii) a receiver (a “Receiver”) of Party B over all or any part of the Security Assets in like manner in every respect as if Party A had become entitled under the Law of Property Xxx 0000 to exercise the power of sale conferred under that Act and (2) Party A shall, without prejudice to the foregoing, become entitled without prior notice to Party B or prior authorisation from any court, to sell or otherwise dispose of all or any part of the Security Assets (at the times, in the manner and on the terms it thinks fit). Party A shall be entitled to apply the proceeds of that sale or other disposal in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations. Any such Receiver shall have all the rights, remedies, powers and discretions conferred by that Act and the Insolvency Xxx 0000 on a receiver appointed under it (save that Section 103 of the Law of Property Xxx 0000 shall not apply). To the fullest extent permitted by law, any right, power or discretion conferred by this Security Deed (either expressly or implicitly) upon a Receiver may, after the security becomes enforceable, be exercised by Party A without first appointing a Receiver or notwithstanding the appointment of a Receiver. The power of sale or other disposal shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Xxx 0000. The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Security Deed or to any exercise by Party A of its right to consolidate mortgages or its power of sale. A certificate in writing by an officer or agent of Party A that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of that fact, in favour of a purchaser of all or any part of the Security Assets.
2.6 Party A may remove any Receiver appointed by it and may, whenever it deems it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated. Party A may fix the remuneration of any Receiver appointed by it.
2.7 Each Receiver or Administrator is deemed to be the agent of Party B for all purposes and accordingly each Receiver is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Xxx 0000. Party A shall not incur any liability (either to Party B or to any other person) by reason of Party A appointing a Receiver or Administrator or for any other reason where Party A was (or considered in good faith that it was) entitled to appoint a Receiver or Administrator.
2.8 Party A and any Receiver may at any time or times delegate to any person(s) all or any of its rights, powers and discretions under this Security Deed on such terms (including power to sub-delegate) as Party A or the Receiver sees fit, and may employ agents, managers, employees, advisers and others on such terms as it sees fit.
2.9 The rights of Party A hereunder may be exercised as often as necessary, are cumulative and are not exclusive of its rights under the general law.
2.10 Once the Secured Obligations have been irrevocably and unconditionally paid or discharged in full, Party A shall take whatever action is reasonably necessary to irrevocably and unconditionally release the security granted by this Security Deed.
2.11 Party B may not withdraw any amounts of Collateral Shares from the Securities Account other than with the consent of Party A for the duration of the security interests constituted by this Security Deed.
2.12 Party B shall procure that for the duration of the security interests constituted by this Security Deed all amounts of cash received in respect of the Collateral Shares are paid into the Cash Account and are subject to the security interests created hereby.
2.13 Party B shall comply with the terms of the Custody Agreement and the Account Bank Agreement. Party B may not vary, amend, waive waive, repudiate or terminate any terms of the Custody Agreement or the Account Bank Agreement without the consent of Party A.
2.14 The security interests created in this Clause 2 shall become immediately enforceable and the power of sale and other powers conferred by law shall be exercisable by Party A immediately upon the occurrence of an Enforcement Event that is continuing.
2.15 Party B shall not, except to the extent provided in the Custody Agreement, the Account Bank Agreement, the Agreement or this Security Deed, at any time without the prior written consent or agreement of Party A (i) create, extend or permit to subsist any mortgage or other fixed security, floating charge, pledge, hypothecation or lien (other than a lien arising by operation of law or a security interest arising by operation of the rules of any clearance or settlement system) or other security interest of any kind over the Security Assets, whether in any such case ranking in priority to or pari passu with or after the charges created by Party B under Clause 2.1, or (ii) sell, assign, transfer or otherwise dispose of or agree to sell, assign, transfer or otherwise dispose of any of the Security Assets.
2.16 To the extent that any of the Security Assets constitutes “financial collateral” and this Security Deed and the obligations of Party B hereunder or the Secured Obligations constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Regulations), if the security interests created in Clause 2 have become enforceable or as otherwise provided for in accordance with the terms of the Confirmation, Party A shall have the right to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be as specified in the Confirmation. The parties further agree that the method of valuation provided for in the Confirmation shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.
2.17 The obligations of Party B and the security created pursuant hereto shall not be discharged, impaired or otherwise affected by:
(a) any winding up, dissolution, administration or re-organisation of or other change in Party B or any other company, corporation, partnership or other person;
(b) any of the Secured Obligations being at any time illegal, invalid, unenforceable or ineffective;
(c) any time or other indulgence being granted to Party B or any other company, corporation, partnership or other person;
(d) any amendment, variation, waiver or release of any of the Secured Obligations;
(e) any failure to take or failure to realise the value of any other security in respect of the Secured Obligations or any release, discharge, exchange or substitution of any such security or any other security or purported security in respect of the Secured Obligations is not or ceases to be valid, binding or effective; or
(f) any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of Party B under this Security Deed.
2.18 Party A shall not be obliged to make any demand of Party B, to take any action or obtain judgment in any court against Party B or to make or file any proof or claim in a liquidation or insolvency of Party B or to enforce or seek to enforce any other security in respect of the Secured Obligations before enforcing the security created pursuant hereto or exercising any of its rights hereunder.
2.19 Notices of Security and Further Assurance
2.19.1 Party B shall promptly execute all documents and do all things (including the delivery, assignment or payment of all or part of the Security Assets to Party A or its nominee(s) that Party A may reasonably specify for the purpose of (a) exercising all of its rights hereunder or under law or (b) securing and perfecting its security over or title to all or any part of the Security Assets. In particular, Party B shall deliver a notice to the Custodian in the form of the Schedule hereto and procure that the Custodian acknowledges such notice in the form appended thereto.
2.19.2 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, Party B shall upon the demand from Party A (a) procure the transfer of the Security Assets into the name of Party A or such nominee(s), agents or purchasers as it shall direct and (b) execute all documents and do all other things that Party A may reasonably require to facilitate the realisation of the Security Assets.
2.20 Party B, by way of security, irrevocably appoints each of Party A and each person nominated by Party A for this purpose severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents (including any stock transfer forms and other instruments of transfer) and do all things that Party A may consider to be necessary for (a) carrying out any obligation imposed on Party B by this Security Deed or (b) exercising any of the rights conferred on Party A by this Security Deed or by law, (including, after the security constituted by this Security Deed has become enforceable, the exercise of any right of a legal or a beneficial owner of Security Assets). Party B shall ratify and confirm all things done and all documents executed by Party A or such nominated person in the proper exercise of that power of attorney.
2.21 Party B agrees that Party A shall be entitled without prior notice to Party B to transfer Shares held in the Securities Account to or to the order of Party A where the exercise of the share options documented pursuant to the Agreement requires the delivery of Shares by Party B to Party A. Party B acknowledges that Party A has a right of Rehypothecation as defined in the Confirmation, subject to the conditions and limitations set forth therein.
2.22 Party B agrees that it will remain liable under the Custody Agreement to perform all obligations imposed on it under the Custody Agreement and none of Party A, its agents, any receiver, administrator or any other person will at any time be under any obligation or liability to the Custodian under or in respect of the Custody Agreement.
2.23 Unless the security interests created by this Clause 2 have become enforceable, Party B shall be entitled to exercise all the voting rights attached to the Collateral Shares standing to the credit of the Securities Account (but only in a manner consistent with the terms of this Security Deed).
Appears in 1 contract
Samples: Security Deed (Waha Capital PJSC)
Granting of Security. 2.1 As security for the payment and performance of the Secured Obligations, Party B hereby grants to Party A with full title guarantee and free from any adverse interest whatsoever (other than any security interest of Party A or the Custodian granted pursuant to this Security Deed and/or Custody Agreement or a lien routinely imposed on all securities in a relevant clearing system) (a) a security interest by way of first fixed charge over the Security Assets, and (b) if and to the extent that the charge under (a) does not take effect in accordance with its terms, a floating charge over the Security Assets; paragraph 14 of Schedule B1 to the Insolvency Xxx 0000 applies to such floating charge.
2.2 Party B assigns and agrees to assign by way of security, absolutely and unconditionally, to Party A all its right, title and interest from time to time in and to the Custody Agreement.
2.3 The security constituted by this Security Deed shall be a continuing security and shall not be satisfied or released by any intermediate payment or satisfaction of any part of the Secured Obligations, and shall not be affected by or merged with any other security interest now or subsequently held by Party A for all or any of the Secured Obligations.
2.4 Where any discharge is made in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on liquidation or otherwise without limitation, the security constituted by this Security Deed and the liability of Party B under this Security Deed shall continue as if there had been no such discharge or arrangement.
2.5 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, (1) Party A may at any time without further notice appoint in respect of the Security Assets, under seal or in writing under its hand or in the manner prescribed in Schedule B1 to the Insolvency Xxx 0000 (as applicable) any one or more persons qualified to be (i) an administrator (as defined in paragraph 1 of Schedule B1 to the Insolvency Act 1986) (an “Administrator”) or (ii) a receiver (a “Receiver”) of Party B over all or any part of the Security Assets in like manner in every respect as if Party A had become entitled under the Law of Property Xxx 0000 to exercise the power of sale conferred under that Act and (2) Party A shall, without prejudice to the foregoing, become entitled without prior notice to Party B or prior authorisation from any court, to sell or otherwise dispose of all or any part of the Security Assets (at the times, in the manner and on the terms it thinks fit). Party A shall be entitled to apply the proceeds of that sale or other disposal in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations. Any such Receiver shall have all the rights, remedies, powers and discretions conferred by that Act and the Insolvency Xxx 0000 on a receiver appointed under it (save that Section 103 of the Law of Property Xxx 0000 shall not apply). To the fullest extent permitted by law, any right, power or discretion conferred by this Security Deed (either expressly or implicitly) upon a Receiver may, after the security becomes enforceable, be exercised by Party A without first appointing a Receiver or notwithstanding the appointment of a Receiver. The power of sale or other disposal shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Xxx 0000. The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Security Deed or to any exercise by Party A of its right to consolidate mortgages or its power of sale. A certificate in writing by an officer or agent of Party A that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of that fact, in favour of a purchaser of all or any part of the Security Assets.
2.6 Party A may remove any Receiver appointed by it and may, whenever it deems it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated. Party A may fix the remuneration of any Receiver appointed by it.
2.7 Each Receiver or Administrator is deemed to be the agent of Party B for all purposes and accordingly each Receiver is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Xxx 0000. Party A shall not incur any liability (either to Party B or to any other person) by reason of Party A appointing a Receiver or Administrator or for any other reason where Party A was (or considered in good faith that it was) entitled to appoint a Receiver or Administrator.
2.8 Party A and any Receiver may at any time or times delegate to any person(s) all or any of its rights, powers and discretions under this Security Deed on such terms (including power to sub-delegate) as Party A or the Receiver sees fit, and may employ agents, managers, employees, advisers and others on such terms as it sees fit.
2.9 The rights of Party A hereunder may be exercised as often as necessary, are cumulative and are not exclusive of its rights under the general law.
2.10 Once the Secured Obligations have been irrevocably and unconditionally paid or discharged in full, Party A shall take whatever action is reasonably necessary to irrevocably and unconditionally release the security granted by this Security Deed.
2.11 Party B may not withdraw any amounts of Collateral Shares from the Securities Account other than with the consent of Party A for the duration of the security interests constituted by this Security Deed.
2.12 Party B shall procure that for the duration of the security interests constituted by this Security Deed all amounts of cash received in respect of the Collateral Shares are paid into the Cash Account and are subject to the security interests created hereby.
2.13 Party B may not vary, amend, waive or terminate any terms of the Custody Agreement without the consent of Party A.
2.14 The security interests created in this Clause 2 shall become immediately enforceable and the power of sale and other powers conferred by law shall be exercisable by Party A immediately upon the occurrence of an Enforcement Event that is continuing.
2.15 Party B shall not, except to the extent provided in the Custody Agreement, the Agreement or this Security Deed, at any time without the prior written consent or agreement of Party A (i) create, extend or permit to subsist any mortgage or other fixed security, floating charge, pledge, hypothecation or lien (other than a lien arising by operation of law or a security interest arising by operation of the rules of any clearance or settlement system) or other security interest of any kind over the Security Assets, whether in any such case ranking in priority to or pari passu with or after the charges created by Party B under Clause 2.1, or (ii) sell, assign, transfer or otherwise dispose of or agree to sell, assign, transfer or otherwise dispose of any of the Security Assets.
2.16 To the extent that any of the Security Assets constitutes “financial collateral” and this Security Deed and the obligations of Party B hereunder or the Secured Obligations constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Regulations), if the security interests created in Clause 2 have become enforceable or as otherwise provided for in accordance with the terms of the Confirmation, Party A shall have the right to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be as specified in the Confirmation. The parties further agree that the method of valuation provided for in the Confirmation shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.
2.17 The obligations of Party B and the security created pursuant hereto shall not be discharged, impaired or otherwise affected by:
(a) any winding up, dissolution, administration or re-organisation of or other change in Party B or any other company, corporation, partnership or other person;
(b) any of the Secured Obligations being at any time illegal, invalid, unenforceable or ineffective;
(c) any time or other indulgence being granted to Party B or any other company, corporation, partnership or other person;
(d) any amendment, variation, waiver or release of any of the Secured Obligations;
(e) any failure to take or failure to realise the value of any other security in respect of the Secured Obligations or any release, discharge, exchange or substitution of any such security or any other security or purported security in respect of the Secured Obligations is not or ceases to be valid, binding or effective; or
(f) any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of Party B under this Security Deed.
2.18 Party A shall not be obliged to make any demand of Party B, to take any action or obtain judgment in any court against Party B or to make or file any proof or claim in a liquidation or insolvency of Party B or to enforce or seek to enforce any other security in respect of the Secured Obligations before enforcing the security created pursuant hereto or exercising any of its rights hereunder.
2.19 Notices of Security and Further Assurance
2.19.1 Party B shall promptly execute all documents and do all things (including the delivery, assignment or payment of all or part of the Security Assets to Party A or its nominee(s) that Party A may reasonably specify for the purpose of (a) exercising all of its rights hereunder or under law or (b) securing and perfecting its security over or title to all or any part of the Security Assets. In particular, Party B shall deliver a notice to the Custodian in the form of the Schedule hereto and procure that the Custodian acknowledges such notice in the form appended thereto.
2.19.2 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, Party B shall upon the demand from Party A (a) procure the transfer of the Security Assets into the name of Party A or such nominee(s), agents or purchasers as it shall direct and (b) execute all documents and do all other things that Party A may reasonably require to facilitate the realisation of the Security Assets.
2.20 Party B, by way of security, irrevocably appoints each of Party A and each person nominated by Party A for this purpose severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents (including any stock transfer forms and other instruments of transfer) and do all things that Party A may consider to be necessary for (a) carrying out any obligation imposed on Party B by this Security Deed or (b) exercising any of the rights conferred on Party A by this Security Deed or by law, (including, after the security constituted by this Security Deed has become enforceable, the exercise of any right of a legal or a beneficial owner of Security Assets). Party B shall ratify and confirm all things done and all documents executed by Party A or such nominated person in the proper exercise of that power of attorney.
2.21 Party B agrees that Party A shall be entitled without prior notice to Party B to transfer Shares held in the Securities Account to or to the order of Party A where the exercise of the share options documented pursuant to the Agreement requires the delivery of Shares by Party B to Party A. Party B acknowledges that Party A has a right of Rehypothecation as defined in the Confirmation, subject to the conditions and limitations set forth therein.
2.22 Party B agrees that it will remain liable under the Custody Agreement to perform all obligations imposed on it under the Custody Agreement and none of Party A, its agents, any receiver, administrator or any other person will at any time be under any obligation or liability to the Custodian under or in respect of the Custody Agreement.
2.23 Unless the security interests created by this Clause 2 have become enforceable, Party B shall be entitled to exercise all the voting rights attached to the Collateral Shares standing to the credit of the Securities Account (but only in a manner consistent with the terms of this Security Deed).other
Appears in 1 contract
Samples: Security Deed (Waha Capital PJSC)
Granting of Security. 2.1 As security for the payment and performance of the Secured Obligations, Party B hereby grants to Party A with full title guarantee and free from any adverse interest whatsoever (other than any security interest of Party A or the Custodian granted pursuant to this Security Deed and/or Custody Agreement or a lien routinely imposed on all securities in a relevant clearing system) (a) a security interest by way of first fixed charge over the Security Assets, and (b) if and to the extent that the charge under (a) does not take effect in accordance with its terms, a floating charge over the Security Assets; paragraph 14 of Schedule B1 to the Insolvency Xxx 0000 applies to such floating charge.
2.2 Party B assigns and agrees to assign by way of security, absolutely and unconditionally, to Party A all its right, title and interest from time to time in and to the Custody Agreement.
2.3 The security constituted by this Security Deed shall be a continuing security and shall not be satisfied or released by any intermediate payment or satisfaction of any part of the Secured Obligations, and shall not be affected by or merged with any other security interest now or subsequently held by Party A for all or any of the Secured Obligations.
2.4 Where any discharge is made in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be repaid on liquidation or otherwise without limitation, the security constituted by this Security Deed and the liability of Party B under this Security Deed shall continue as if there had been no such discharge or arrangement.
2.5 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, (1) Party A may at any time without further notice appoint in respect of the Security Assets, under seal or in writing under its hand or in the manner prescribed in Schedule B1 to the Insolvency Xxx 0000 (as applicable) any one or more persons qualified to be (i) an administrator (as defined in paragraph 1 of Schedule B1 to the Insolvency Act 1986) (an “Administrator”) or (ii) a receiver (a “Receiver”) of Party B over all or any part of the Security Assets in like manner in every respect as if Party A had become entitled under the Law of Property Xxx 0000 to exercise the power of sale conferred under that Act and (2) Party A shall, without prejudice to the foregoing, become entitled without prior notice to Party B or prior authorisation from any court, to sell or otherwise dispose of all or any part of the Security Assets (at the times, in the manner and on the terms it thinks fit). Party A shall be entitled to apply the proceeds of that sale or other disposal in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations. Any such Receiver shall have all the rights, remedies, powers and discretions conferred by that Act and the Insolvency Xxx 0000 on a receiver appointed under it (save that Section 103 of the Law of Property Xxx 0000 shall not apply). To the fullest extent permitted by law, any right, power or discretion conferred by this Security Deed (either expressly or implicitly) upon a Receiver may, after the security becomes enforceable, be exercised by Party A without first appointing a Receiver or notwithstanding the appointment of a Receiver. The power of sale or other disposal shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Xxx 0000. The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Security Deed or to any exercise by Party A of its right to consolidate mortgages or its power of sale. A certificate in writing by an officer or agent of Party A that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of that fact, in favour of a purchaser of all or any part of the Security Assets.
2.6 Party A may remove any Receiver appointed by it and may, whenever it deems it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated. Party A may fix the remuneration of any Receiver appointed by it.
2.7 Each Receiver or Administrator is deemed to be the agent of Party B for all purposes and accordingly each Receiver is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Xxx 0000. Party A shall not incur any liability (either to Party B or to any other person) by reason of Party A appointing a Receiver or Administrator or for any other reason where Party A was (or considered in good faith that it was) entitled to appoint a Receiver or Administrator.
2.8 Party A and any Receiver may at any time or times delegate to any person(s) all or any of its rights, powers and discretions under this Security Deed on such terms (including power to sub-delegate) as Party A or the Receiver sees fit, and may employ agents, managers, employees, advisers and others on such terms as it sees fit.
2.9 The rights of Party A hereunder may be exercised as often as necessary, are cumulative and are not exclusive of its rights under the general law.
2.10 Once the Secured Obligations have been irrevocably and unconditionally paid or discharged in full, Party A shall take whatever action is reasonably necessary to irrevocably and unconditionally release the security granted by this Security Deed.
2.11 Party B may not withdraw any amounts of Collateral Shares from the Securities Account other than with the consent of Party A for the duration of the security interests constituted by this Security Deed.
2.12 Party B shall procure that for the duration of the security interests constituted by this Security Deed all amounts of cash received in respect of the Collateral Shares are paid into the Cash Account and are subject to the security interests created hereby.
2.13 Party B may not vary, amend, waive or terminate any terms of the Custody Agreement without the consent of Party A.
2.14 The security interests created in this Clause 2 shall become immediately enforceable and the power of sale and other powers conferred by law shall be exercisable by Party A immediately upon the occurrence of an Enforcement Event that is continuing.
2.15 Party B shall not, except to the extent provided in the Custody Agreement, the Agreement or this Security Deed, at any time without the prior written consent or agreement of Party A (i) create, extend or permit to subsist any mortgage or other fixed security, floating charge, pledge, hypothecation or lien (other than a lien arising by operation of law or a security interest arising by operation of the rules of any clearance or settlement system) or other security interest of any kind over the Security Assets, whether in any such case ranking in priority to or pari passu with or after the charges created by Party B under Clause 2.1, or (ii) sell, assign, transfer or otherwise dispose of or agree to sell, assign, transfer or otherwise dispose of any of the Security Assets.
2.16 To the extent that any of the Security Assets constitutes “financial collateral” and this Security Deed and the obligations of Party B hereunder or the Secured Obligations constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Regulations), if the security interests created in Clause 2 have become enforceable or as otherwise provided for in accordance with the terms of the Confirmation, Party A shall have the right to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be as specified in the Confirmation. The parties further agree that the method of valuation provided for in the Confirmation shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.
2.17 The obligations of Party B and the security created pursuant hereto shall not be discharged, impaired or otherwise affected by:
(a) any winding up, dissolution, administration or re-organisation of or other change in Party B or any other company, corporation, partnership or other person;
(b) any of the Secured Obligations being at any time illegal, invalid, unenforceable or ineffective;
(c) any time or other indulgence being granted to Party B or any other company, corporation, partnership or other person;
(d) any amendment, variation, waiver or release of any of the Secured Obligations;
(e) any failure to take or failure to realise the value of any other security in respect of the Secured Obligations or any release, discharge, exchange or substitution of any such security or any other security or purported security in respect of the Secured Obligations is not or ceases to be valid, binding or effective; or
(f) any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of Party B under this Security Deed.
2.18 Party A shall not be obliged to make any demand of Party B, to take any action or obtain judgment in any court against Party B or to make or file any proof or claim in a liquidation or insolvency of Party B or to enforce or seek to enforce any other security in respect of the Secured Obligations before enforcing the security created pursuant hereto or exercising any of its rights hereunder.
2.19 Notices of Security and Further Assurance
2.19.1 Party B shall promptly execute all documents and do all things (including the delivery, assignment or payment of all or part of the Security Assets to Party A or its nominee(s) that Party A may reasonably specify for the purpose of (a) exercising all of its rights hereunder or under law or (b) securing and perfecting its security over or title to all or any part of the Security Assets. In particular, Party B shall deliver a notice to the Custodian in the form of the Schedule hereto and procure that the Custodian acknowledges such notice in the form appended thereto.
2.19.2 At any time after an Enforcement Event has occurred and is continuing, unless Party B has fully discharged all of the Secured Obligations, Party B shall upon the demand from Party A (a) procure the transfer of the Security Assets into the name of Party A or such nominee(s), agents or purchasers as it shall direct and (b) execute all documents and do all other things that Party A may reasonably require to facilitate the realisation of the Security Assets.
2.20 Party B, by way of security, irrevocably appoints each of Party A and each person nominated by Party A for this purpose severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents (including any stock transfer forms and other instruments of transfer) and do all things that Party A may consider to be necessary for (a) carrying out any obligation imposed on Party B by this Security Deed or (b) exercising any of the rights conferred on Party A by this Security Deed or by law, (including, after the security constituted by this Security Deed has become enforceable, the exercise of any right of a legal or a beneficial owner of Security Assets). Party B shall ratify and confirm all things done and all documents executed by Party A or such nominated person in the proper exercise of that power of attorney.
2.21 Party B agrees that Party A shall be entitled without prior notice to Party B to transfer Shares held in the Securities Account to or to the order of Party A where the exercise of the share options documented pursuant to the Agreement requires the delivery of Shares by Party B to Party A. Party B acknowledges that Party A has a right of Rehypothecation as defined in the Confirmation, subject to the conditions and limitations set forth therein.
2.22 Party B agrees that it will remain liable under the Custody Agreement to perform all obligations imposed on it under the Custody Agreement and none of Party A, its agents, any receiver, administrator or any other person will at any time be under any obligation or liability to the Custodian under or in respect of the Custody Agreement.
2.23 Unless the security interests created by this Clause 2 have become enforceable, Party B shall be entitled to exercise all the voting rights attached to the Collateral Shares standing to the credit of the Securities Account (but only in a manner consistent with the terms of this Security Deed).
Appears in 1 contract
Samples: Security Deed (Waha Capital PJSC)
