(X)
(SOLVENCY) IT:
(1)
IS SOLVENT AND THERE ARE NO REASONABLE
GROUNDS TO SUSPECT THAT IT IS, OR WILL BE, UNABLE TO PAY ITS DEBTS AS AND WHEN
THEY BECOME DUE AND PAYABLE; AND
(2)
WILL CONTINUE TO BE ABLE TO PAY ALL ITS
DEBTS AS AND WHEN THEY BECOME DUE AND PAYABLE;
(Y)
(IMMUNITY) IT AND ITS PROPERTY ARE FREE OF
ANY RIGHT OF IMMUNITY FROM SET-OFF, PROCEEDINGS OR EXECUTION IN RESPECT OF ITS
OBLIGATIONS UNDER ANY TRANSACTION DOCUMENTS;
(Z)
(NO WAIVER) NO GROUP MEMBER HAS:
(1)
EXCLUDED, RESTRICTED OR WAIVED OR AGREED TO
WAIVE ANY MATERIAL RIGHTS AGAINST ANY INTERMEDIARY WHO HAS PROVIDED INFORMATION
OR CARRIED OUT WORK IN CONNECTION WITH ANY RECEIVABLE; OR
(2)
RECEIVED WRITTEN NOTICE OF ANY SIGNIFICANT
LITIGATION OR CLAIM RELATING TO ANY RECEIVABLE OR ITS ABILITY TO FULLY,
EFFECTIVELY AND PROMPTLY ENFORCE ANY RECEIVABLE WHICH WOULD BE LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT OTHER THAN NOTICE IN RELATION TO ANY LITIGATION OR CLAIM
NOTIFIED TO THE LENDER;
(AA)
(NO MISREPRESENTATION) SO FAR AS IT IS AWARE,
(HAVING MADE ALL REASONABLE ENQUIRIES THAT A PERSON IN ITS POSITION, ACTING
PRUDENTLY, SHOULD MAKE), NO FRAUD, MISREPRESENTATION OR CONCEALMENT HAS BEEN
PERPETRATED BY ANY PERSON OR INTERMEDIARY IN RELATION TO ANY RECEIVABLE WHICH
WOULD BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; AND
(BB)
(NO DEBTOR RIGHTS) NO DEBTOR HAS ANY RIGHT OR
DEFENCE (OTHER THAN AS NOTIFIED BY AN OBLIGOR TO THE LENDER IN WRITING):
(1)
WHICH IS NOW EXERCISABLE; OR
(2)
WHICH WITH THE GIVING OF NOTICE, LAPSE OF
TIME OR DETERMINATION OF MATERIALITY WILL BECOME EXERCISABLE;
TO:
(3)
CEASE OR SUSPEND PERFORMANCE OF ANY OF THE
DEBTOR'S OBLIGATIONS IN RELATION TO THE RECEIVABLE; OR
15
(4)
AVOID PERFORMING OR REDUCE ANY LIABILITY
WHICH THE DEBTOR MIGHT OTHERWISE HAVE IN RELATION TO THE RECEIVABLE,
WHICH IN EACH CASE WOULD BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
8.2
REPETITION OF REPRESENTATIONS AND WARRANTIES
The representations and warranties given under this agreement (except in the
case of the warranties in clauses 8.1(j) and 8.1(k), which are not repeated):
(A)
SURVIVE THE EXECUTION OF EACH FINANCE
DOCUMENT; AND
(B)
ARE REPEATED BY THE BORROWER ON THE DATE ON
EACH DRAWDOWN DATE AND ON THE LAST DAY OF EACH INTEREST PERIOD, WITH REFERENCE
TO THE FACTS AND CIRCUMSTANCES SUBSISTING AT THAT DATE.
8.3
RELIANCE ON REPRESENTATIONS AND WARRANTIES
Each Obligor acknowledges that the Lender has entered into each Finance Document
and agreed to provide the Facility in reliance on the representations and
warranties provided under this agreement.
9
GENERAL UNDERTAKINGS
9.1
TERM OF UNDERTAKINGS
Unless the Lender otherwise agrees in writing, until:
(A)
THE COMMITMENT OF THE LENDER UNDER THE
FACILITY IS CANCELLED;
(B)
THE MONEY OWING IS UNCONDITIONALLY REPAID IN
FULL; AND
(C)
EACH SECURITY IS DISCHARGED,
each Obligor must, at its own cost, comply with its obligations under this
agreement.
9.2
AUTHORISATIONS AND STATUS UNDERTAKINGS
(A)
(CONSENTS) EACH GROUP MEMBER WILL OBTAIN
AND MAINTAIN IN FULL FORCE AND EFFECT ALL CONSENTS AND FILINGS