Template:Pledge GMSLA 2018 14

14 Borrower’s Warranties
Borrower hereby warrants and undertakes to Lender on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:

14.1(a) it has all necessary licences and approvals, and is duly authorised and empowered, to perform its duties and obligations under this Agreement, the Security Agreement and the Control Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;

14.1(b) it is not restricted under the terms of its constitution or in any other manner from borrowing Securities in accordance with this Agreement or from otherwise performing its obligations hereunder and under the Security Agreement and the Control Agreement;

14.1(c) it has the power to grant a security interest in the assets over which it is expressed to grant security under the Security Agreement and has taken all necessary action to authorise the granting of that security interest;

14.1(d) it is the beneficial owner of all Collateral (and rights thereto) which is credited to the Secured Accounts under this Agreement, the Security Agreement or the Control Agreement, free and clear of any encumbrance or other interest or restriction other than each security interest granted under the Security Agreement, any security interest in favour of the Custodian expressly referred to in the Control Agreement and other than any lien routinely imposed on all Securities in a clearing system in which any such Collateral may be held and each such item of Collateral is fully paid and is not subject to any option to purchase or similar rights;

14.1(e) upon the credit of any Collateral to the Secured Accounts under this Agreement or the Security Agreement, Lender will have a valid and perfected first priority security interest in such Collateral except to the extent subordinated to any lien routinely imposed on all Securities in a clearing system in which any such Collateral may be held;

14.1(f) the performance by it of its obligations under this Agreement, the Security Agreement and the Control Agreement will not result in the creation of any security interest, lien or other encumbrance in or on any Posted Collateral other than the security interest created by the Security Agreement (and other than any lien routinely imposed on all Securities in a clearing system in which any such Posted Collateral may be held, or any security interest in favour of the Custodian expressly referred to in the Control Agreement);

14.1(g) it is acting as principal in respect of this Agreement; and

14.1(h) it is not entering into a Loan for the primary purpose of obtaining or exercising voting rights in respect of the Loaned Securities.