PRESENT OR FUTURE AND WHETHER ACTUAL OR CONTINGENT) TO
MAKE A CONTRIBUTION TO ANY OTHER GUARANTOR ARISING BY REASON OF THE PERFORMANCE
BY ANY OTHER GUARANTOR OF ITS OBLIGATIONS UNDER THE FINANCE DOCUMENTS; AND
(B)
EACH OTHER GUARANTOR WAIVES ANY RIGHTS IT MAY HAVE BY REASON OF THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THE FINANCE DOCUMENTS TO TAKE THE BENEFIT
(IN WHOLE OR IN PART AND WHETHER BY WAY OF SUBROGATION OR OTHERWISE) OF ANY
RIGHTS OF THE FINANCE PARTIES UNDER ANY FINANCE DOCUMENT OR OF ANY OTHER
SECURITY TAKEN PURSUANT TO, OR IN CONNECTION WITH, ANY FINANCE DOCUMENT WHERE
SUCH RIGHTS OR SECURITY ARE GRANTED BY OR IN RELATION TO THE ASSETS OF THE
RETIRING GUARANTOR.
20.9
ADDITIONAL SECURITY
This Guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance Party.
102
SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
21.
REPRESENTATIONS
EACH OBLIGOR (EXCEPT WHERE EXPRESSLY NOTED OTHERWISE) MAKES THE REPRESENTATIONS
AND WARRANTIES SET OUT IN THIS CLAUSE 21 (REPRESENTATIONS) TO, AND FOR THE
BENEFIT OF, EACH FINANCE PARTY ON THE FACILITY INITIATION DATE AND THE AMENDMENT
EFFECTIVE DATE AND MAKES THE REPEATING REPRESENTATIONS ON THE OTHER DATES SET
OUT IN CLAUSE 21.37 (REPETITION).
21.1
STATUS
(A)
IT IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY DULY
ORGANISED, VALIDLY EXISTING AND (WHERE APPLICABLE) IN GOOD STANDING AND DULY
INCORPORATED AND VALIDLY EXISTING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION OR ORGANISATION (AS APPLICABLE). IT AND EACH OF ITS SUBSIDIARIES
IS DULY LICENSED OR QUALIFIED AND (WHERE APPLICABLE) IN GOOD STANDING IN EACH
JURISDICTION WHERE THE PROPERTY OWNED OR LEASED OR LICENSED BY IT OR THE NATURE
OF THE BUSINESS TRANSACTED BY IT OR BOTH MAKES SUCH LICENSING OR QUALIFICATION
NECESSARY AND WHERE THE FAILURE TO SO QUALIFY WOULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
IT AND EACH OF ITS WHOLLY OWNED SUBSIDIARIES HAS THE POWER TO OWN ITS
ASSETS AND CARRY ON ITS BUSINESS AS IT IS BEING CONDUCTED.
21.2
BINDING OBLIGATIONS
(A)
THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY IT,
AND EACH OTHER FINANCE DOCUMENT WHICH IT IS REQUIRED TO EXECUTE AND DELIVER ON
OR AFTER THE DATE HEREOF WILL HAVE BEEN DULY EXECUTED AND DELIVERED BY IT ON THE
REQUIRED DATE OF DELIVERY OF SUCH FINANCE DOCUMENT.
THE OBLIGATIONS EXPRESSED
TO BE ASSUMED BY IT IN EACH FINANCE DOCUMENT TO WHICH IT IS A PARTY ARE, SUBJECT
TO ANY NECESSARY STAMPING, REGISTRATIONS AND AUTHORISATIONS, EQUITABLE
PRINCIPLES, BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
EQUITABLE PRINCIPLES AND SIMILAR LAWS GENERALLY AFFECTING CREDITORS' RIGHTS,
LEGAL, VALID, BINDING AND ENFORCEABLE OBLIGATIONS.
(B)
WITHOUT LIMITING THE GENERALITY OF PARAGRAPH (A) ABOVE, EACH TRANSACTION
SECURITY DOCUMENT TO WHICH IT IS A PARTY CREATES THE SECURITY WHICH THAT
TRANSACTION SECURITY DOCUMENT PURPORTS TO CREATE AND THAT SECURITY IS, SUBJECT
TO ANY NECESSARY STAMPING, AUTHORISATIONS AND REGISTRATION REQUIREMENTS,
EQUITABLE PRINCIPLES AND LAWS GENERALLY AFFECTING CREDITORS' RIGHTS, VALID AND