INCAPACITY OR LACK OF POWER, AUTHORITY OR LEGAL PERSONALITY OF OR
DISSOLUTION OR CHANGE IN THE MEMBERS OR STATUS OF VIA HOLDCO, INC. OR ANY OTHER
PERSON;
(C)
ANY UNENFORCEABILITY, ILLEGALITY OR INVALIDITY OF ANY OBLIGATION OF ANY
PERSON UNDER ANY FINANCE DOCUMENT OR ANY OTHER DOCUMENT OR SECURITY; OR
(D)
ANY INSOLVENCY OR SIMILAR PROCEEDINGS.
13.5
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 the Lender.
13.6
RELEASE OF GUARANTEE
VIA Inc. shall be released and discharged from all of its obligations and
liabilities to the Lender in respect of this Clause 13 on the Guarantor Release
Date.
14.
REPRESENTATIONS
Each Borrower makes the representations and warranties set out in this Clause 14
to the Lender on the date of this Agreement.
14.1
STATUS
14.1.1
EACH OBLIGOR IS A CORPORATION, DULY INCORPORATED AND VALIDLY
EXISTING UNDER THE LAW OF ITS JURISDICTION OF INCORPORATION.
14.1.2
IT AND EACH OTHER VIA GROUP COMPANY HAS THE POWER TO OWN ITS ASSETS
AND CARRY ON ITS BUSINESS AS IT IS BEING CONDUCTED.
14.2
BINDING OBLIGATIONS
The obligations expressed to be assumed by each Obligor in each Finance Document
are legal, valid, binding and enforceable obligations.
16
14.3
NON-CONFLICT WITH OTHER OBLIGATIONS
The entry into and performance by each Obligor of, and the transactions
contemplated by, the Finance Documents do not and will not conflict with:
(A)
ANY LAW OR REGULATION APPLICABLE TO IT;
(B)
ITS OR ANY OTHER VIA GROUP COMPANY'S CONSTITUTIONAL DOCUMENTS; OR
(C)
ANY AGREEMENT OR INSTRUMENT BINDING UPON IT OR ANY OTHER VIA GROUP
COMPANY OR ANY OF ITS OR ANY OTHER VIA GROUP COMPANY'S ASSETS;
nor (except as provided in any Security Document) result in the existence of, or
oblige it to create, any Security over any of its assets
14.4
POWER AND AUTHORITY
Each Obligor 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
Finance Documents to which it is a party and the transactions contemplated by
those Finance Documents.
14.5
VALIDITY AND ADMISSIBILITY IN EVIDENCE
All Authorisations required or desirable:
(A)
TO ENABLE EACH OBLIGOR LAWFULLY TO ENTER INTO, EXERCISE ITS RIGHTS AND
COMPLY WITH ITS OBLIGATIONS IN THE FINANCE DOCUMENTS TO WHICH IT IS A PARTY; AND
(B)
TO MAKE THE FINANCE DOCUMENTS TO WHICH AN OBLIGOR IS A PARTY ADMISSIBLE
IN EVIDENCE IN ITS JURISDICTION OF INCORPORATION,
have been obtained or effected and are in full force and effect.
14.6
GOVERNING LAW AND ENFORCEMENT
14.6.1
THE CHOICE OF ENGLISH LAW AS THE GOVERNING LAW OF THIS AGREEMENT
WILL BE RECOGNISED AND ENFORCED IN ITS JURISDICTION OF INCORPORATION.
14.6.2
ANY JUDGMENT OBTAINED IN ENGLAND IN RELATION TO A FINANCE DOCUMENT
WILL BE RECOGNISED AND ENFORCED IN ITS JURISDICTION OF INCORPORATION.
14.7
PARI PASSU RANKING
Each Obligor's payment obligations under the Finance Documents rank at least
pari passu with the claims of