the
contracts and agreements included in or relating to the Collateral by reason of
this Agreement, nor shall the Security Agent or the Secured Parties be obligated
to perform any of the obligations or duties of the Debtor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.
5.
REPRESENTATIONS AND WARRANTIES
5.1
THE DEBTOR HEREBY REPRESENTS AND WARRANTS TO THE
SECURITY AGENT AS FOLLOWS:
5.1.1
THE DEBTOR IS DULY ORGANIZED AND VALIDLY EXISTS
UNDER THE LAWS OF BERMUDA. THE DEBTOR'S EXACT LEGAL NAME IS THAT INDICATED ON
THE SIGNATURE PAGE HEREOF, AND THE DEBTOR'S PRINCIPAL PLACE OF BUSINESS AND
CHIEF EXECUTIVE OFFICE IS LOCATED, AND EXCEPT AS INDICATED ON SCHEDULE 2 (PRIOR
ADDRESSES), DURING THE PAST FIVE YEARS HAS BEEN LOCATED, AT THE ADDRESS
SPECIFIED FOR THE DEBTOR IN SECTION 8.3 OF THE LETTER OF CREDIT AGREEMENT.
5.1.2
THE DEBTOR IS THE LEGAL AND BENEFICIAL OWNER OF
THE COLLATERAL FREE AND CLEAR OF ANY LIEN, SECURITY INTEREST, OPTION OR OTHER
CHARGE OR ENCUMBRANCE (EXCEPT LIENS IN FAVOR OF THE CUSTODIAN). NO EFFECTIVE
FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY
PART OF THE COLLATERAL IS ON FILE IN ANY RECORDING OFFICE, EXCEPT SUCH AS MAY
HAVE BEEN FILED IN FAVOR OF THE SECURITY AGENT RELATING TO THIS AGREEMENT.
EXCEPT AS SET FORTH ON SCHEDULE 3 (TRADE NAMES), THE DEBTOR HAS NO TRADE NAMES
AND DOES NOT DO BUSINESS UNDER ANY FICTITIOUS BUSINESS NAME.
5.1.3
THE PLEDGE AND THE GRANT OF THE SECURITY INTEREST
IN THE COLLATERAL PURSUANT TO THIS AGREEMENT CREATES A VALID AND PERFECTED FIRST
PRIORITY SECURITY INTEREST IN THE COLLATERAL, AND ALL FILINGS AND OTHER ACTIONS
NECESSARY (INCLUDING, WITHOUT LIMITATION, ANY FINANCING STATEMENTS AND
AMENDMENTS THERETO FILED IN THE DISTRICT OF COLUMBIA, ANY ACTIONS NECESSARY TO
OBTAIN CONTROL OF COLLATERAL AS PROVIDED IN SECTION 9-106 OF THE UCC AND ANY
REGISTERING OF THE SECURITY INTEREST IN THE COLLATERAL IN THE BERMUDA REGISTER
OF CHARGES MAINTAINED BY THE REGISTRAR OF COMPANIES) TO PERFECT AND PROTECT SUCH
SECURITY INTEREST HAVE BEEN DULY TAKEN.
5.1.4
NO AUTHORIZATION, CONSENT, APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY (OTHER THAN AUTHORIZATIONS, CONSENTS, APPROVALS ALREADY
OBTAINED, ACTIONS ALREADY TAKEN,
B-10
NOTICES ALREADY PROVIDED AND FILINGS ALREADY MADE) IS REQUIRED (A) FOR THE GRANT
BY THE DEBTOR OF THE SECURITY INTEREST GRANTED HEREBY OR FOR THE EXECUTION,
DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY THE DEBTOR, (B) FOR THE PERFECTION
OF OR THE EXERCISE BY THE SECURITY AGENT OF ITS RIGHTS AND REMEDIES PROVIDED FOR
IN THIS AGREEMENT OR (C) TO ENSURE THE LEGALITY, VALIDITY, ENFORCEABILITY OR
ADMISSIBILITY IN EVIDENCE OF THIS AGREEMENT IN ANY JURISDICTION IN WHICH ANY OF
THE COLLATERAL IS LOCATED.
5.1.5
EACH OF THIS AGREEMENT AND THE OTHER FUNDAMENTAL
DOCUMENTS TO WHICH THE DEBTOR IS A PARTY CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF THE DEBTOR, ENFORCEABLE AGAINST THE DEBTOR IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS SUCH