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| {{Pledge GMSLA 2018 25}} | | {{Pledge GMSLA 2018 25}} |
| {{Pledge GMSLA 2018 26}} | | {{Pledge GMSLA 2018 26}} |
| {{pgmslaprov|14}} '''{{pgmslaprov|Borrower}}'s Warranties}}'''
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| :{{pgmslaprov|Borrower}} hereby warrants and undertakes to {{pgmslaprov|Lender}} on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:
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| :{{pgmslaprov|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 {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
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| :{{pgmslaprov|14.1(b)}} it is not restricted under the terms of its constitution or in any other manner from borrowing {{pgmslaprov|Securities}} in accordance with this Agreement or from otherwise performing its obligations hereunder and under the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}};
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| :{{pgmslaprov|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 {{pgmslaprov|Security Agreement}} and has taken all necessary action to authorise the granting of that security interest;
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| :{{pgmslaprov|14.1(d)}} it is the beneficial owner of all {{pgmslaprov|Collateral}} (and rights thereto) which is credited to the {{pgmslaprov|Secured Account}}s under this Agreement, the {{pgmslaprov|Security Agreement}} or the {{pgmslaprov|Control Agreement}}, free and clear of any encumbrance or other interest or restriction other than each security interest granted under the {{pgmslaprov|Security Agreement}}, any security interest in favour of the {{pgmslaprov|Custodian}} expressly referred to in the {{pgmslaprov|Control Agreement}} and other than any lien routinely imposed on all {{pgmslaprov|Securities}} in a clearing system in which any such {{pgmslaprov|Collateral}} may be held and each such item of {{pgmslaprov|Collateral}} is fully paid and is not subject to any option to purchase or similar rights;
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| :{{pgmslaprov|14.1(e)}} upon the credit of any {{pgmslaprov|Collateral}} to the {{pgmslaprov|Secured Account}}s under this Agreement or the {{pgmslaprov|Security Agreement}}, {{pgmslaprov|Lender}} will have a valid and perfected first priority security interest in such {{pgmslaprov|Collateral}} except to the extent subordinated to any lien routinely imposed on all {{pgmslaprov|Securities}} in a clearing system in which any such {{pgmslaprov|Collateral}} may be held;
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| :{{pgmslaprov|14.1(f)}} the performance by it of its obligations under this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} will not result in the creation of any security interest, lien or other encumbrance in or on any {{pgmslaprov|Posted Collateral}} other than the security interest created by the {{pgmslaprov|Security Agreement}} (and other than any lien routinely imposed on all {{pgmslaprov|Securities}} in a clearing system in which any such {{pgmslaprov|Posted Collateral}} may be held, or any security interest in favour of the {{pgmslaprov|Custodian}} expressly referred to in the {{pgmslaprov|Control Agreement}});
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| :{{pgmslaprov|14.1(g)}} it is acting as principal in respect of this Agreement; and
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| :{{pgmslaprov|14.1(h)}} it is not entering into a {{pgmslaprov|Loan}} for the primary purpose of obtaining or exercising voting rights in respect of the {{pgmslaprov|Loaned Securities}}.
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| {{pgmslaprov|15}} {{pgmslaprov| Interest On Outstanding Payments}}
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| :In the event of either Party failing to remit sums in accordance with this Agreement such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency as the principal sum and at the rate referred to in paragraph 11.7. Interest will accrue daily on a compound basis and will be calculated according to the actual number of days elapsed. No interest shall be payable under this paragraph in respect of any day on which one Party endeavours to make a payment to the other Party but the other Party is unable to receive it.
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| {{pgmslaprov|16}} {{pgmslaprov| Termination of this Agreement}}
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| :Each Party shall have the right to terminate the entry into of further Loans under this Agreement by giving not less than 15 {{pgmslaprov|Business Day}}s' notice in writing to the other Party (which notice shall specify the date of termination) provided that the provisions of this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} shall remain in full force and effect at all times with respect to all Loans entered into at any time prior to such termination and each Party will duly comply with and discharge all of its obligations under this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} in relation to such Loans as if no such termination notice had been given.
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| {{pgmslaprov|17}} {{pgmslaprov| Single Agreement}}
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| :Each Party acknowledges that, and has entered into this Agreement and the related agreements referred to herein and will enter into each {{pgmslaprov|Loan}} in consideration of and in reliance upon the fact that, all Loans constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each Party agrees:
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| :{{pgmslaprov|17.1(a)}} to perform all of its obligations in respect of each Loan, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Loans, subject always to the other provisions of this Agreement and such related agreements; and
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| :{{pgmslaprov|17.1(b)}} that payments, deliveries and other transfers made by either of them in respect of any {{pgmslaprov|Loan}} shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan.
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| {{pgmslaprov|18}} {{pgmslaprov| Severance}} | | {{pgmslaprov|18}} {{pgmslaprov| Severance}} |
| :If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the {{pgmslaprov|Parties}} in such reasonable manner so as to achieve as far as possible, without illegality, the intention of the {{pgmslaprov|Parties}} with respect to that severed provision. | | :If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the {{pgmslaprov|Parties}} in such reasonable manner so as to achieve as far as possible, without illegality, the intention of the {{pgmslaprov|Parties}} with respect to that severed provision. |