TO THE NEGOTIATION, PREPARATION EXECUTION AND REGISTRATION OF
THE PRESENT AGREEMENT AND TO THE PERFORMANCE THEREOF OR CONSEQUENT THEREUPON, IN
PARTICULAR THE COSTS RELATING TO THE FORMALITIES DESCRIBED IN THIS CLAUSE, SHALL
BE BORNE BY THE PLEDGOR, WHO UNDERTAKES TO PAY SUCH AMOUNTS ON FIRST DEMAND TO
THE ADMINISTRATIVE AGENT UPON PRESENTATION OF SUPPORTING EVIDENCE OF SUCH COSTS.
5
REPRESENTATIONS AND WARRANTIES
5.1
IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE
PLEDGOR SET FORTH IN THE GUARANTEE, THE PLEDGOR HEREBY REPRESENTS AND WARRANTS
TO THE BENEFICIARY THAT:
5.1.1
IT IS A DULY INCORPORATED, REGISTERED AND VALIDLY EXISTING COMPANY IN ACCORDANCE
WITH THE LAWS AND REGULATIONS GOVERNING IT, THAT IT HAS THE POWER TO OWN ITS
PROPERTY AND OTHER ASSETS AND TO CONDUCT ITS BUSINESS AS IT IS NOW BEING
CONDUCTED AND HEREAFTER PROPOSED TO BE CONDUCTED; THAT THE EXECUTION AND
PERFORMANCE HEREOF HAVE BEEN DULY AUTHORIZED BY THE RELEVANT CORPORATE BODIES;
4
5.1.2
IT HAS FULL POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND PERFORM ITS
OBLIGATIONS HEREUNDER AND ALL NECESSARY CORPORATE, SHAREHOLDER AND OTHER ACTION
HAS BEEN TAKEN TO AUTHORIZE THE EXECUTION AND PERFORMANCE OF THE SAME AND SUCH
AUTHORIZATIONS REMAIN IN FORCE;
5.1.3
THAT THE EXECUTION AND PERFORMANCE HEREOF DOES NOT CONTRAVENE WITH ANY
PROVISIONS OF ITS ARTICLES OF ASSOCIATION (STATUTS) NOR WITH ANY RESOLUTION OF
ITS CORPORATE BODIES;
5.1.4
THAT THE EXECUTION AND PERFORMANCE HEREOF DOES NOT CONTRAVENE WITH ANY PROVISION
OF ANY AGREEMENT OR UNDERTAKING WHICH IT IS A PARTY TO OR WHICH IS BINDING ON
IT, DOES NOT BREACH ANY APPLICABLE LAW OR REGULATION;
5.1.5
THAT, APART FROM THOSE REFERRED TO IN THIS AGREEMENT, THE EXECUTION AND
PERFORMANCE HEREOF DOES NOT REQUIRE ANY AUTHORIZATION, OPINION, LICENSE,
REGISTRATION OR APPROBATION FROM ANY THIRD AUTHORITIES, WILL BE REQUIRED, AND
THAT ANY GOVERNMENTAL OR ADMINISTRATIVE AUTHORIZATIONS REQUIRED TO BE OBTAINED
OR RECEIVE BY IT IN ORDER TO EXECUTE AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND TO ENSURE THE VALIDITY AND ENFORCEABILITY THEREOF HAVE BEEN
OBTAINED AND ARE IN FORCE;
5.1.6
THAT THIS AGREEMENT WILL CONSTITUTE FROM ITS EXECUTION AND WILL REMAIN
THEREAFTER, A LEGAL, VALID AND BINDING UNDERTAKING UNDER THE TERMS HEREOF;
5.1.7
THAT THERE IS NO PENDING ACTION NOR THAT IT IS NOT AWARE OF ANY CLAIM TO BE
BROUGHT, TO THE EFFECT OF PREVENTING OR FORBID THE EXECUTION OR PERFORMANCE
HEREOF OR WHICH COULD HAVE A SIGNIFICANT IMPACT ON ITS ACTIVITY, ITS ASSETS OR
ITS FINANCIAL AND ECONOMIC SITUATION;
5.1.8
IT IS FULLY AWARE OF THE TERMS OF THE DOCUMENTATION, FROM WHICH THE GUARANTEED
OBLIGATIONS ARISE, AND ACKNOWLEDGES TO HAVE RECEIVED A COPY OF EACH DOCUMENT OF
WHICH IT HAS NEITHER SIGNED OR RECEIVED, IN PARTICULAR THE CREDIT AGREEMENT AND
THE LOAN DOCUMENTS (AS SUCH TERM IS DEFINED IN THE CREDIT AGREEMENT);
5.1.9
THAT NO AUTHORIZATION FROM ANY THIRD PARTY WILL BE REQUIRED IN THE EVENT OF THE
SALE OF THE GOING CONCERN, FOLLOWING THE ENFORCEMENT OF THE PLEDGE;
5.1.10
THAT IT IS THE OWNER OF THE GOING CONCERN, AS EVIDENCED BY EXTRACTS