Common use of MORTGAGOR REPRESENTATIONS AND WARRANTIES Clause in Contracts

MORTGAGOR REPRESENTATIONS AND WARRANTIES. The Mortgagors hereby represent and warrants to the Mortgagee that: 2.1 the authorized share capital of IPCo consists only of the shares described in Recital (F) hereof and all such shares have been duly and validly issued, are fully paid and are legally and beneficially owned and registered as described in the said recital; 2.2 each Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such Mortgagor hereunder free from any Security Interest (other than those created by this Legal Mortgage of IPCo Shares and the other Transaction Documents); 2.3 each Mortgagor has the necessary capacity, power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such Mortgagor hereunder, (ii) to execute and deliver this Legal Mortgage of IPCo Shares and (iii) to comply with the provisions of, and perform all its obligations under, this Legal Mortgage of IPCo Shares; 2.4 this Legal Mortgage of IPCo Shares constitutes each Mortgagor’s legal, valid and binding obligations enforceable against such Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisions; 2.5 the entry into and performance by each Mortgagor of this Legal Mortgage of IPCo Shares does not violate (i) any Laws or (ii) any Contract to which such Mortgagor is a party or which is binding upon such Mortgagor or any of its Assets, except in each case to the extent such violation would not impair the Security Interest intended to be created hereby; 2.6 all consents, licenses, approvals and authorizations required in connection with the entry into, performance, validity and enforceability of this Legal Mortgage of IPCo Shares have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and 2.7 each Mortgagor has taken all action required for execution, delivery, registration and performance of this Legal Mortgage of IPCo Shares.

MORTGAGOR REPRESENTATIONS AND WARRANTIES. The Mortgagors Mortgagor hereby represent represents and warrants to the Mortgagee that: 2.1 the authorized share capital of IPCo consists only of the shares described in Recital (F) hereof and all such shares have been duly and validly issued, are fully paid and are legally and beneficially owned and registered as described in the said recital[Reserved]; 2.2 each the Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such the Mortgagor hereunder free from any Security Interest (other than those created by this Legal Mortgage of IPCo Shares Mortgage-and the other Transaction Documents); 2.3 each the Mortgagor has the necessary capacity, power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such the Mortgagor hereunder, (ii) to execute and deliver this Legal IPCo Mortgage of IPCo Shares and (iii) to comply with the provisions of, and perform all its obligations under, this Legal Mortgage of IPCo SharesMortgage; 2.4 this Legal IPCo Mortgage of IPCo Shares constitutes each the Mortgagor’s legal, valid and binding obligations enforceable against such the Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisions; 2.5 the entry into and performance by each the Mortgagor of this Legal IPCo Mortgage of IPCo Shares does not violate (i) any Laws or Laws, (ii) any Contract to which such the Mortgagor is a party or which is binding upon such the Mortgagor or any of its Assets, or (iii) the memorandum of association or articles of association of the Mortgagor, except in each the case to the extent of clause (i) if such violation would not impair the Security Interest intended to be created hereby; 2.6 all consents, licenses, approvals and authorizations required in connection with the entry into, performance, validity and enforceability of this Legal IPCo Mortgage of IPCo Shares have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and 2.7 each the Mortgagor has taken all action required for execution, delivery, registration and performance of this Legal Mortgage of IPCo SharesMortgage.

MORTGAGOR REPRESENTATIONS AND WARRANTIES. The Mortgagors Mortgagor hereby represent represents and warrants to the Mortgagee that: 2.1 the authorized share capital of IPCo the Company consists only of the shares described in Recital recital (FG) hereof and all such shares have been duly and validly issued, are fully paid and are legally and beneficially owned and registered as described in the said recital; 2.2 each the Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such Mortgagor hereunder Property free from any Security Interest Lien (other than those created by this Legal Mortgage a Super Priority Loan Document, an Indenture Document or a Second Lien Loan Document (each term as defined in the Intercreditor Agreement)) and any options or rights of IPCo pre-emption and none of the Mortgaged Shares and the other Transaction Documents)is or will be liable to any future call, assessment or demand of any sort; 2.3 each the Mortgagor has the necessary capacity, full power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such Mortgagor hereunderProperty, (ii) to execute and deliver this Legal Mortgage of IPCo Shares and (iii) to comply with the provisions of, and perform all its obligations under, this Legal Mortgage of IPCo SharesMortgage; 2.4 this Legal Mortgage of IPCo Shares constitutes each the Mortgagor’s legal, valid and binding obligations enforceable against such the Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisionsgenerally; 2.5 the entry into and performance by each the Mortgagor of this Legal Mortgage of IPCo Shares does not violate (i) any Laws law or regulation of any governmental or official authority, (ii) any Contract agreement, contract or other undertaking to which such the Mortgagor is a party or which is binding upon such the Mortgagor or any of its Assetsassets, except in each case to or (iii) the extent such violation would not impair memorandum of association or bye-laws of either the Security Interest intended to be created herebyMortgagor or the Company; 2.6 all consents, licenseslicences, approvals and authorizations required in connection with the entry into, performance, validity and enforceability of this Legal Mortgage of IPCo Shares have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and; 2.7 each the Mortgagor has taken all corporate and other action required for to approve its execution, delivery, registration delivery and performance of this Legal Mortgage Mortgage; and 2.8 the directors of IPCo Sharesthe Company at the date hereof are Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxx.

MORTGAGOR REPRESENTATIONS AND WARRANTIES. The Mortgagors Mortgagor hereby represent represents and warrants to the Mortgagee that: 2.1 the authorized share capital of IPCo consists only of the shares described in Recital (F) hereof and all such shares have been duly and validly issued, are fully paid and are legally and beneficially owned and registered as described in the said recital[Reserved]; 2.2 each the Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such the Mortgagor hereunder free from any Security Interest (other than those created by this Legal IPCo Mortgage of IPCo Shares and the other Transaction Documents); 2.3 each the Mortgagor has the necessary capacity, power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such the Mortgagor hereunder, (ii) to execute and deliver this Legal IPCo Mortgage of IPCo Shares and (iii) to comply with the provisions of, and perform all its obligations under, this Legal Mortgage of IPCo SharesMortgage; 2.4 this Legal IPCo Mortgage of IPCo Shares constitutes each the Mortgagor’s legal, valid and binding obligations enforceable against such the Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisions; 2.5 the entry into and performance by each the Mortgagor of this Legal IPCo Mortgage of IPCo Shares does not violate (i) any Laws or Laws, (ii) any Contract to which such the Mortgagor is a party or which is binding upon such the Mortgagor or any of its Assets, or (iii) the memorandum of association or articles of association of the Mortgagor, except in each the case to the extent of clause (i) if such violation would not impair the Security Interest intended to be created hereby; 2.6 all consents, licenses, approvals and authorizations required in connection with the entry into, performance, validity and enforceability of this Legal IPCo Mortgage of IPCo Shares have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and 2.7 each the Mortgagor has taken all action required for execution, delivery, registration and performance of this Legal Mortgage of IPCo SharesMortgage.

MORTGAGOR REPRESENTATIONS AND WARRANTIES. The Mortgagors Mortgagor hereby represent represents and warrants to the Mortgagee that: 2.1 the authorized authorised share capital of IPCo the Company consists only of the shares described in Recital recital (FG) hereof and all such shares have been duly and validly issued, are fully paid and are legally and beneficially owned and registered as described in the said recital; 2.2 each the Mortgagor is the absolute sole legal and beneficial owner of all of the Mortgaged Shares mortgaged by such Mortgagor hereunder Property free from any Security Interest Lien (other than those created by this Legal Mortgage a First Lien Loan Document or a Second Lien Loan Document (each term as defined in the Intercreditor Agreement)) and any options or rights of IPCo pre-emption and none of the Mortgaged Shares and the other Transaction Documents)is or will be liable to any future call, assessment or demand of any sort; 2.3 each the Mortgagor has the necessary capacity, full power and authority (i) to be the legal and beneficial owner of the Mortgaged Property mortgaged by such Mortgagor hereunderProperty, (ii) to execute and deliver this Legal Mortgage of IPCo Shares and (iii) to comply with the provisions of, and perform all its obligations under, this Legal Mortgage of IPCo SharesMortgage; 2.4 this Legal Mortgage of IPCo Shares constitutes each the Mortgagor’s legal, valid and binding obligations enforceable against such the Mortgagor in accordance with its terms and is a first priority legal mortgage security interest over the Mortgaged Shares except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally or equitable principles, to the extent that such principles may apply in the absence of express contractual provisionsgenerally; 2.5 the entry into and performance by each the Mortgagor of this Legal Mortgage of IPCo Shares does not violate (i) any Laws law or regulation of any governmental or official authority, (ii) any Contract agreement, contract or other undertaking to which such the Mortgagor is a party or which is binding upon such the Mortgagor or any of its Assetsassets, except in each case to or (iii) the extent such violation would not impair memorandum of association or bye-laws of either the Security Interest intended to be created herebyMortgagor or the Company; 2.6 all consents, licenseslicences, approvals and authorizations authorisations required in connection with the entry into, performance, validity and enforceability of this Legal Mortgage of IPCo Shares have been obtained and are in full force and effect, except those the failure to obtain which or have in full force and effect would not impair the Security Interest intended to be created hereby; and; 2.7 each the Mortgagor has taken all corporate and other action required for to approve its execution, delivery, registration delivery and performance of this Legal Mortgage Mortgage; and 2.8 the directors of IPCo Sharesthe Company at the date hereof are Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx XxXxxxxx Xxxxx and Xxxxxx Xxxxxxxx.