DOCUMENTS
REFERRED TO IN THIS AGREEMENT; AND
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(B)
ANY OTHER FINANCE DOCUMENTS EXECUTED AFTER
THE DATE OF THIS AGREEMENT.
17.2
AMENDMENT COSTS
If:
(A)
THE BORROWER REQUESTS AN AMENDMENT, WAIVER
OR CONSENT; OR
(B)
AN AMENDMENT IS REQUIRED PURSUANT TO
CLAUSE 31.10 (CHANGE OF CURRENCY),
the Borrower shall, within three (3) Business Days of demand, reimburse the
COFACE Agent and the Security Agent for the amount of all costs and expenses
(including legal fees) incurred by the COFACE Agent and the Security Agent in
responding to, evaluating, negotiating or complying with that request or
requirement.
17.3
ENFORCEMENT COSTS
The Borrower shall, within three (3) Business Days of demand, pay to each
Finance Party the amount of all costs and expenses (including legal fees)
incurred by that Finance Party in connection with the enforcement of, or the
preservation of any rights under, any Finance Document.
17.4
SECURITY AGENT EXPENSES
The Borrower shall, within three (3) Business Days of demand, pay to the
Security Agent the amount of all costs and expenses (including legal fees)
incurred by it in connection with the release of any Lien created pursuant to
any Security Document.
18.
REPRESENTATIONS
Subject to the disclosures made by the Borrower set out in Schedule 24
(Disclosures), the Borrower makes the representations and warranties set out in
this Clause 18 (Representations) to each Finance Party on the date of this
Agreement.
18.1
STATUS
(A)
IT IS A CORPORATION, DULY INCORPORATED AND
VALIDLY EXISTING (AND TO THE EXTENT APPLICABLE, IN GOOD STANDING) UNDER THE LAW
OF ITS JURISDICTION OF INCORPORATION.
(B)
IT AND EACH OF ITS SUBSIDIARIES HAS THE POWER
TO OWN ITS ASSETS AND CARRY ON ITS BUSINESS AS IT IS BEING CONDUCTED.
18.2
BINDING OBLIGATIONS
Subject to the Reservations:
(A)
THE OBLIGATIONS EXPRESSED TO BE ASSUMED BY
IT IN EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY ARE LEGAL, VALID, BINDING
AND ENFORCEABLE OBLIGATIONS; AND
(B)
(WITHOUT LIMITING THE GENERALITY OF
PARAGRAPH (A) ABOVE), EACH SECURITY DOCUMENT TO WHICH IT IS A PARTY CREATES THE
SECURITY INTERESTS WHICH THAT
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SECURITY DOCUMENT PURPORTS TO CREATE AND THOSE SECURITY INTERESTS ARE VALID AND
EFFECTIVE.
18.3
NON-CONFLICT WITH OTHER OBLIGATIONS
The entry into and performance by it of, and the transactions contemplated by,
the Transaction Documents and the granting of the security interests
contemplated by the Security Documents do not and will not conflict with:
(A)
ANY APPLICABLE LAW;
(B)
THE CONSTITUTIONAL DOCUMENTS OF ANY MEMBER
OF THE GROUP; OR
(C)
ANY AGREEMENT OR INSTRUMENT BINDING UPON IT
OR ANY MEMBER OF THE GROUP OR ANY OF ITS, OR ANY MEMBER OF THE GROUP'S, ASSETS
OR CONSTITUTE A DEFAULT OR TERMINATION EVENT (HOWEVER DESCRIBED) UNDER ANY SUCH
AGREEMENT OR INSTRUMENT, WHERE SUCH CONFLICT WOULD HAVE OR IS REASONABLY LIKELY
TO HAVE A MATERIAL ADVERSE EFFECT.
18.4
POWER AND AUTHORITY
(A)
IT HAS THE POWER TO ENTER INTO, PERFORM AND
DELIVER, AND HAS TAKEN ALL NECESSARY ACTION TO AUTHORISE ITS ENTRY INTO,
PERFORMANCE AND DELIVERY OF, THE TRANSACTION DOCUMENTS