ITS MOST RECENT FINANCIAL
STATEMENTS GIVE A TRUE AND FAIR VIEW AND REPRESENT ITS FINANCIAL POSITION AND
PERFORMANCE (CONSOLIDATED IN THE CASE OF THE PARENT) DURING THE RELEVANT
FINANCIAL YEAR UNLESS EXPRESSLY DISCLOSED TO THE CONTRARY IN THOSE FINANCIAL
STATEMENTS.
21.13
PARI PASSU RANKING
ITS PAYMENT OBLIGATIONS UNDER THE FINANCE DOCUMENTS RANK AT LEAST PARI PASSU
WITH THE CLAIMS OF ALL ITS OTHER UNSECURED AND UNSUBORDINATED CREDITORS, EXCEPT
FOR OBLIGATIONS MANDATORILY PREFERRED BY LAW APPLYING TO COMPANIES GENERALLY.
21.14
RANKING
THE TRANSACTION SECURITY HAS OR WILL HAVE THE RANKING IN PRIORITY WHICH IT IS
EXPRESSED TO HAVE IN THE TRANSACTION SECURITY DOCUMENTS (IF ANY) AND IT IS NOT
SUBJECT TO ANY PRIOR RANKING OR PARI PASSU RANKING SECURITY OTHER THAN ANY
PERMITTED SECURITY WHICH TAKES PRIORITY UNDER THE PPSA OR US UNIFORM COMMERCIAL
CODE (AS THE CONTEXT PERMITS) OR WHICH IS MANDATORILY REQUIRED BY ANY OTHER
APPLICABLE LAW TO HAVE PRIORITY (AND WHICH HAS NOT BEEN SUBORDINATED TO THE
TRANSACTION SECURITY UNDER THE TERMS OF A FINANCE DOCUMENT.
UPON THE FILING OF
FINANCING STATEMENTS RELATING TO SAID TRANSACTION SECURITY IN EACH OFFICE AND IN
EACH JURISDICTION WHERE REQUIRED IN ORDER TO PERFECT THE TRANSACTION SECURITY
DESCRIBED ABOVE, THE SECURITY CREATED BY THE US SECURITY AGREEMENT IN FAVOR OF
THE SECURITY TRUSTEE FOR THE BENEFIT OF THE BENEFICIARIES WILL CONSTITUTE FULLY
PERFECTED FIRST PRIORITY SECURITY (SUBJECT TO PERMITTED SECURITY) ON ALL RIGHT,
TITLE AND INTEREST OF THE SECURITY PROVIDERS IN THE SECURED PROPERTY, IN EACH
CASE TO THE EXTENT PERFECTION CAN BE OBTAINED BY FILING FINANCING STATEMENTS.
ALL FILING FEES AND OTHER EXPENSES IN CONNECTION WITH EACH SUCH ACTION HAVE BEEN
OR WILL BE PAID BY THE BORROWERS.
21.15
NO PROCEEDINGS PENDING
(A)
NO LITIGATION, ARBITRATION, TAX CLAIM, DISPUTE OR ADMINISTRATIVE OR OTHER
PROCEEDING IS CURRENT OR PENDING OR, TO THE BEST OF ITS KNOWLEDGE AND BELIEF,
THREATENED AGAINST IT OR ITS WHOLLY OWNED SUBSIDIARIES, WHICH, TO THE BEST OF
ITS KNOWLEDGE AND BELIEF, WOULD HAVE OR IS REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT EXCEPT:
(I)
FOR WHICH IT HAS SET ASIDE SUFFICIENT RESERVES IN ACCORDANCE WITH US GAAP
OR OTHER APPROPRIATE ACCOUNTING PRINCIPLES AND WHICH ARE BEING CONTESTED IN GOOD
FAITH, UNLESS FAILURE TO PAY WOULD HAVE OR IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT; AND
(II)
AS NOTIFIED IN WRITING BY IT TO THE AGENT.
(B)
OTHER THAN AS NOTIFIED TO THE AGENT, NO JUDGMENT OR ORDER OF A COURT,
ARBITRAL TRIBUNAL OR OTHER TRIBUNAL OR ANY ORDER OR SANCTION OF ANY GOVERNMENT
OR OTHER REGULATORY BODY WHICH WOULD HAVE OR WOULD BE REASONABLY LIKELY TO HAVE
A MATERIAL ADVERSE EFFECT HAS
106
(TO THE BEST OF ITS KNOWLEDGE AND BELIEF) BEEN MADE AGAINST IT OR ANY OF ITS
WHOLLY OWNED SUBSIDIARIES.
21.16
TRUSTEE
IT DOES NOT ENTER INTO ANY FINANCE DOCUMENT OR HOLD ANY PROPERTY AS TRUSTEE.
21.17
AUTHORISED SIGNATORIES
ANY PERSON SPECIFIED AS ITS AUTHORISED SIGNATORY UNDER PART I OF SCHEDULE 2
(CONDITIONS PRECEDENT) OR CLAUSE 22.4 (INFORMATION: MISCELLANEOUS) IS AUTHORISED
TO