Representations and Warranties by the Bondholders’ Representative. The Bondholders’ Representative represents and warrants to the Issuer and the Bondholders that as at the date hereof and as of the Issue Date:
(a) it has been established and is in existence in accordance with the laws of Thailand, and has the full power and authority to execute and perform its duties and obligations hereunder;
(b) all actions, conditions and things required by the laws of Thailand to be taken, fulfilled and done (including the obtaining of any necessary shareholder, corporate, governmental, ministerial or other consents, approvals and licences) in order to enable it to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement or other Transaction Documents to which it is a party have been taken, fulfilled and done;
(c) its entry into, exercise of its rights and/or performance of or compliance with its obligations under the Transaction Documents to which it is a party do not and will not violate in any material way (i) any law to which it is subject or (ii) its articles of incorporation, by-laws or other constitutive documents and any laws by which it is bound;
(d) its obligations under the Transaction Documents to which it is a party are legal, valid, binding and enforceable upon it in accordance with their respective terms; and
(e) it is not in liquidation or bankruptcy and has not taken any corporate action, nor have any other steps been taken or legal proceedings commenced against it, for its winding-up, bankruptcy, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its assets or revenues.
