TERMS AND CONDITIONS FOR CREDIT FACILITIES
16 GENERAL SECURITY
16.1 Without prejudice to any other provisions in the Client Agreement and the Facility Documents, where the Facilities are required to be secured by mortgage(s) or property(ies) or by debentures or other securities or by Surety Instruments, the Client agrees to execute, or to procure that the owner(s) of the property(ies) or the appropriate parties execute and deliver, the mortgage(s), debentures, securities, Surety Instruments and/or any other Security Documents in form containing such terms, covenants and conditions as may be required by the Bank. If required by the Bank, the Client shall deliver legal opinions and supporting documents certifying the legality and enforceability of any such mortgage, debenture, security, Surety Instrument and/or Security Documents together with any necessary consents, licences, approvals or authorisations, in form and substance satisfactory to the Bank. The title of mortgages or property must be good and in order and the acceptability of any shares or marketable Securities offered as security shall be determined by the Bank in its absolute discretion.
16.2 Any Collateral (including any Surety Instrument) taken by or given to the Bank shall continue to be held by the Bank and shall not be released or withdrawn until the Total Liabilities have been fully repaid to the satisfaction of the Bank and any expired Guarantees or any instruments whatsoever from time to time issued by the Bank for the Client’s account have been returned to the Bank for cancellation.
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16.3 The Client shall, and, where applicable or if required by the Bank, shall procure that every other Security Party and/or any other person(s) does, provide upon demand (whether such demand is made orally or otherwise) such Collateral or additional Collateral in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such Collateral).
16.4 If the Collateral Value is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including:
(a) requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise) provide the Bank with additional Collateral in such form and value acceptable to the Bank and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Collateral);
(b) requiring the Client to reduce or prepay all or part of the Total Liabilities immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment); and/or
(c) immediately selling or realising any and/or all of the Collateral or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 16.4(a) and/or Clause 16.4(b) of this Section or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Collateral and/or to reduce or prepay all or part of the Total Liabilities and such time granted, provided or extended has not expired. All expenses and charges incurred thereby (including those incurred as a result of the prepayment of all or any part of the Total Liabilities and those incurred in any currency conversions) shall be borne by the Client on a full indemnity basis.
16.5 The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client’s expense (including the payment of Costs incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank’s security interest in the Collateral, Margin or any part thereof and the Bank’s title to the security thereby constituted or intended to be constituted by the Collateral and/or Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation.
16.6 The Bank’s determination under this Clause 16 (including determination of the Collateral Value) at any time shall be final, binding and conclusive on the Client. All Costs in relation to the valuation of any and all Collateral shall be borne by the Client. The Bank may determine at any time in its absolute discretion that the Collateral Value is zero, notwithstanding that the market value of such Collateral is otherwise.
17 GENERAL
17.1 All the rights, powers and remedies under the Client Agreement and the Facility Documents shall apply to all the Client’s past, present, future and contingent obligations and liabilities owed to the Bank, including those arising under successive transactions which shall either continue as existing obligations and liabilities, increase or decrease them at any time or from time to time or create new obligations or liabilities after any or all prior obligations and liabilities have been satisfied, and notwithstanding the incapacity, bankruptcy, winding-up, liquidation or any other event or proceeding affecting the Client.
17.2 Each of the rights, powers, and remedies conferred on the Bank by the Client Agreement and the Facility Documents shall be in addition to and not in derogation of all other rights, powers and remedies conferred on the Bank by virtue of any agreement, security, statute or rule of law or equity.
17.3 Time shall in all respects be of the essence in the performance of all of the Client’s obligations.
17.4 A certificate signed by any of the Bank’s officers as to any amount at any time payable by the Client to the Bank on any Account or in respect of any Facility or hereunder and any other certificate, determination, notification or opinion of the Bank shall be
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conclusive and binding on the Client and every other Security Party save for manifest errors.
18 WAIVER AND SEVERABILITY
No failure, omission or delay on the Bank’s part in exercising any right, power or remedy under the Facility Documents shall be construed as a waiver thereof or acquiescence therewith or impair such right, power or remedy or operate as a waiver, nor shall any single or partial exercise of the same preclude any further exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in the Facility Documents are cumulative and do not exclude any other rights, powers and remedies provided by law. If at any time any provision of any Facility Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, and of the remaining provisions of the Facility Documents shall not be affected or impaired thereby.