Common use of Matters represented Clause in Contracts

Matters represented. (a) The Mortgaged Property (i) the Chargor is the legal and beneficial owner of the property referred to in Schedule 1, subject to any rights accruing to tenants in relation to the Right-to-Buy and Shared Ownership Properties; (ii) planning permission has been obtained or is deemed to have been granted in accordance with statute for the purposes of the Planning Acts and has been complied with in all material respects in respect of any development and the existing use of the Mortgaged Property and the Planning Acts and all relevant building regulations or previously relevant building bylaws have been complied with in all material respects in respect of all developments, alterations and improvements to the Mortgaged Property save where such building regulations or bylaws did not apply to the Chargor or its predecessors at the relevant time and they have also been complied with in respect of the use of the Mortgaged Property; (iii) there are no covenants, agreements, stipulations, reservations, conditions, interest, rights or other matters whatsoever affecting the Mortgaged Property which materially affect or are reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of it; (iv) save for the Letting Documents, so far as the Chargor is aware after all reasonable enquiries, nothing has arisen or been created or is subsisting which would be an overriding interest or an unregistered interest which overrides first registration or registered dispositions over the Mortgaged Property which materially affects or is reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of it; (v) no facilities necessary for the enjoyment and use of the Mortgaged Property are enjoyed by the Mortgaged Property on terms entitling any person to terminate or curtail its or their use which materially affects or is reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of it; (vi) the Chargor has received no valid notice of any adverse claims by any person in respect of the ownership of the Mortgaged Property or any interest therein, nor has any acknowledgement been given to any person in respect thereof; (vii) all information in relation to the Mortgaged Property (including the list of Mortgaged Property owned by the Chargor and the nature of the ownership by the Chargor) provided by the Chargor to the Valuer to provide each valuation of the Mortgaged Property in connection with the Finance Documents is full, accurate and complete as at the date of the relevant valuation and that those are the Mortgaged Property to be charged pursuant to this Deed; [and] (viii) the Mortgaged Property will from the date hereof be free from any Security Interest or any tenancies or licences other than those permitted under the Finance Documents [and other than the Existing Floating Charge[s] in respect of which the chargee has delivered to the Security Trustee [a] certificate[s] confirming the non-crystallisation thereof][./; and][ (ix) to the Chargor's knowledge no event has occurred or circumstances arisen on or before the date of this Deed which has caused the crystallisation of the Existing Floating Charge[s] and the Chargor has taken no steps itself to crystallise the Existing Floating Charge[s].]

Matters represented. (a) The Mortgaged PropertyTHE MORTGAGED PROPERTY (i) the Chargor named as owner in respect of each property in Schedule 2 or in the Schedule to the Deed of Accession (if any) by which it became party hereto is the legal and beneficial owner of the property referred to in Schedule 1, subject to any rights accruing to tenants in relation to the Right-to-Buy and Shared Ownership Propertiessuch property; (ii) planning permission has been obtained there subsists no material breach of any Planning Acts, bye-laws or local authority or statutory requirements or covenant which affects or is deemed reasonably likely materially and adversely to have been granted in accordance with statute for affect the purposes of the Planning Acts and has been complied with in all material respects in respect of any development and the existing use of the Mortgaged Property and the Planning Acts and all relevant building regulations value, saleability or previously relevant building bylaws have been complied with in all material respects in respect of all developments, alterations and improvements to the Mortgaged Property save where such building regulations or bylaws did not apply to the Chargor or its predecessors at the relevant time and they have also been complied with in respect of the use of the Mortgaged Property; (iii) all covenants (whether affecting the freehold or leasehold titles to the Mortgaged Property) have been properly performed and observed and no Chargor has received notice of any outstanding breach of covenant as regards the Mortgaged Property which is reasonably likely to have a material adverse effect on the value or saleability of, or any Chargor's right to use, the Mortgaged Property; (iv) the Mortgaged Property is free from Encumbrances or third party rights of any kind whatever other than as created in favour of the Security Agent hereunder and other Encumbrances permitted under the Credit Agreement; (v) there are is no covenantscovenant, agreementsrestriction, stipulationsburden, reservations, conditions, interest, rights stipulation or outgoing (other matters whatsoever than usual business outgoings) affecting the Mortgaged Property which materially affect is of an onerous or are reasonably likely materially to affect unusual nature (either generally or in the context of the present use of such Mortgaged Property) or which conflicts with its present use or adversely affects the value or saleability of the Mortgaged Property taken as in each case to a whole or any part of itmaterial extent; (ivvi) save for the Letting DocumentsMortgaged Property identified in Schedule 2 or in the Schedule to the Deed of Accession (if any) by which any Chargor became party hereto is served by drainage, water, and electricity services, all of which are connected to the mains by media located entirely on, in or under that Mortgaged Property or by media elsewhere in respect of the use of which the relevant Chargor and those deriving title under it to that Mortgaged Property have a permanent legal easement free from onerous or unusual conditions (either generally or in the context of the present use of such Mortgaged Property) and the passage and provision of those services is uninterrupted and the Company and each of the other Chargors knows of no imminent or likely material interruption of such passage or provision, in each case where failure to be so far as connected or to have such an easement would have a Material Adverse Effect and/or would be reasonably likely to materially and adversely affect the value, saleability or use of the Mortgaged Property; (vii) the means of access to and egress from the Mortgaged Property are either direct to roads which have been adopted by the local authority and are maintainable at public expense or roads in respect of the use of which the relevant Chargor is aware after all reasonable enquiriesand those deriving title under it to that Mortgaged Property have a permanent legal easement free from onerous or unusual conditions (either generally or in the context of the present or intended use by any Chargor of such road), which roads connect directly to roads which have been adopted by the local authority and are maintainable at public expense; (viii) there are no disputes regarding boundaries, easements covenants or other matters relating to the Mortgaged Property or its use which if adversely determined would have a Material Adverse Effect and/or would be reasonably likely to materially and adversely affect the value, saleability or use of the Mortgaged Property; (ix) nothing has arisen or been created or is subsisting which would be an overriding interest or an unregistered interest which overrides first registration or registered dispositions over the Mortgaged Property which would materially affects or is reasonably likely materially to and adversely affect the value security over the Mortgaged Property enjoyed by the Secured Lenders or the value, saleability or use of the Mortgaged Property taken as or which would have a whole or any part of itMaterial Adverse Effect; (vx) no facilities necessary for the enjoyment and use of the Mortgaged Property are enjoyed by and/or the carrying on of the business at the Mortgaged Property (including, without limitation, access to and egress from the Mortgaged Property) the lack of which would have a Material Adverse Effect and/or would be reasonably likely to materially and adversely affect the value, saleability or use of the Mortgaged Property are enjoyed on terms entitling any person to terminate or curtail its or their use (in the absence of breach by any Chargor of any such terms) or on terms which conflict with or materially affects or is reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of itrestrict its present use; (vixi) the no Chargor has received no valid notice of any adverse claims by any person in respect of the ownership of the Mortgaged Property or any interest thereintherein which if adversely determined would have a Material Adverse Effect and/or would be reasonably likely materially and adversely to affect the value, saleability or use of the Mortgaged Property, nor has any acknowledgement been given to any person in respect thereof;; and (vii) all information in relation to the Mortgaged Property (including the list of Mortgaged Property owned by the Chargor and the nature of the ownership by the Chargor) provided by the Chargor to the Valuer to provide each valuation of the Mortgaged Property in connection with the Finance Documents is full, accurate and complete as at the date of the relevant valuation and that those are the Mortgaged Property to be charged pursuant to this Deed; [and] (viiixii) the Mortgaged Property will from the date hereof be is free from any Security Interest or any tenancies or licences other than those permitted under to occupy, in each case which would have a Material Adverse Effect and/or which would be reasonably likely to materially and adversely affect the Finance Documents [and other than the Existing Floating Charge[s] in respect value, saleability or use of which the chargee has delivered to the Security Trustee [a] certificate[s] confirming the non-crystallisation thereof][./; and][ (ix) to the Chargor's knowledge no event has occurred or circumstances arisen on or before the date of this Deed which has caused the crystallisation of the Existing Floating Charge[s] and the Chargor has taken no steps itself to crystallise the Existing Floating Charge[s]such Mortgaged Property.]

Matters represented. (a) The Mortgaged PropertyExcept as disclosed in writing to the Security Trustee in any certificate of title addressed to the Security Trustee on or prior to the date of this deed or on or prior to the date the Real Property becomes subject to a fixed charge hereunder: (i) 7.2.1 the Chargor is the legal and beneficial owner of the property referred to in Schedule 1, subject to any rights accruing to tenants in relation to the Right-to-Buy and Shared Ownership PropertiesReal Property; (ii) 7.2.2 planning permission has been obtained or is deemed to have been granted in accordance with statute for the purposes of the Planning Acts and has been complied with in all material respects in respect of to any development and the existing use of the Mortgaged Real Property and the Planning Acts and all relevant building regulations or previously relevant building bylaws bye-laws have been complied with in all material respects in respect of all developments, alterations and improvements to the Mortgaged Real Property save where such building regulations or bylaws did not apply to the Chargor or its predecessors at the relevant time and they have also been complied with in respect of the use of the Mortgaged Real Property; (iii) 7.2.3 there are no covenants, agreements, stipulations, reservations, conditions, interestinterests, rights or other matters whatsoever affecting the Mortgaged Real Property which materially adversely affect or are reasonably likely to materially to adversely affect the value Value of the Mortgaged Real Property taken as a whole or any part the ability of itthe Chargor to perform its obligations owed to the Security Trustee and the Beneficiaries; (iv) save for the Letting Documents, so far as the Chargor is aware after all reasonable enquiries, 7.2.4 nothing has arisen or has been created or is subsisting which would be an overriding interest or an unregistered interest which overrides first registration or registered dispositions over the Mortgaged Real Property which materially adversely affects or is reasonably likely to materially to adversely affect the value Value of the Mortgaged Real Property taken as a whole or any part the ability of itthe Chargor to perform its obligations owed to the Security Trustee; (v) 7.2.5 no facilities necessary for the enjoyment and use of the Mortgaged Real Property are enjoyed by the Mortgaged Real Property on terms entitling any person to terminate or curtail its or their use which materially adversely affects or is reasonably likely to materially to adversely affect the value Value of the Mortgaged Real Property taken as a whole or any part the ability of itthe Chargor to perform its obligations owed to the Security Trustee and the Beneficiaries; (vi) 7.2.6 the Chargor has received no valid notice of any adverse claims by any person in respect of the ownership of the Mortgaged Real Property or any interest therein, nor has any acknowledgement been given to any person in respect thereof; (vii) all information in relation to 7.2.7 the Mortgaged Property (including the list of Mortgaged Property owned by the Chargor and the nature of the ownership by the Chargor) provided by the Chargor to the Valuer to provide each valuation of the Mortgaged Property in connection with the Finance Documents is full, accurate and complete as at the date of the relevant valuation and that those are the Mortgaged Property to be charged pursuant to this Deed; [and] (viii) the Mortgaged Real Property will from the date hereof be free from any Security Interest or any tenancies or licences other than those tenancies or licences permitted under the Finance Documents [and other than Relevant Documents; 7.2.8 the Existing Floating Charge[s] in respect of which the chargee Chargor has delivered disclosed to the Security Trustee [a] certificate[s] confirming and the non-crystallisation thereof][./Relevant Beneficiaries full details of all inspections, investigations, studies, Environmental Audits and other analyses commissioned by it in relation to environment matters in respect of the Real Property and any adjoining land; 7.2.9 the Chargor is, and has at all times been, in compliance with Environmental Law and has not caused or permitted any liability to arise under them and no circumstances exist which are known to it which may be expected to prevent or interfere with it being in compliance with any Environmental Laws; and][ (ix) to the Chargor's knowledge no event has occurred or circumstances arisen on or before the date of this Deed which has caused the crystallisation of the Existing Floating Charge[s] and 7.2.10 the Chargor has taken obtained and is, and has at all times been, in compliance with Environmental Licences and no steps itself circumstances exist which might reasonably be expected to crystallise prevent or interfere with such compliance in the Existing Floating Charge[s]future.]