Common use of Representations and Warranties Undertakings Clause in Contracts

Representations and Warranties Undertakings. The Complementary Depositor hereby represents and warrants to the Purchaser, as follows: (a) it is a limited liability company duly incorporated and validly existing under the laws of England and Wales and has the capacity (i) to carry on its business, as currently conducted, and to own all of the assets appearing on its balance sheet, except where not having such capacity would not be reasonably likely to result in a Material Adverse Effect, and (ii) to enter into and perform its obligations under this Master Complementary Deposit Agreement; (b) the execution of this Master Complementary Deposit Agreement does not require any authorisation with respect to the Complementary Depositor that has not already been obtained and communicated to the Purchaser, unless in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect; (c) the execution of this Master Complementary Deposit Agreement and the performance of the obligations under this Master Complementary Deposit Agreement do not contravene any of the provisions of the Complementary Depositor’s articles and memorandum of association, agreements or undertakings to which it is a party or by which it is bound, and do not in any manner contravene the statutes and regulations applicable to it, except in each case, to the extent that no Material Adverse Effect would result from such breach; (d) the obligations arising out of this Master Complementary Deposit Agreement are binding on the Complementary Depositor and enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally; (e) in the event that, in accordance with the provisions of this Master Complementary Deposit Agreement and the General Master Purchase Agreement, the Complementary Deposit is not repaid in full on the Program Expiry Date, the Complementary Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as the case may be, as provided in article 4.2(b) of the General Master Purchase Agreement); and (f) the constitution of the Complementary Deposit as cash collateral (affectation à titre xx xxxx espèces) in favour of the Purchaser, as set forth in Article 10 below, complies with the Complementary Depositor’s corporate interest and does not exceed its financial capabilities ; the Complementary Depositor has entered into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE B.V., pursuant to which the Complementary Depositor shall receive from each Seller any necessary consideration for making the Complementary Deposit and shall be indemnified as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. in respect of any losses incurred by the Complementary Depositor as a result of the Complementary Deposit made under this Master Complementary Deposit Agreement.

Representations and Warranties Undertakings. 7.1 The Complementary Depositor hereby Company represents and warrants to the Purchaser, as followsthat: (a) it The Company is a limited liability company duly incorporated and validly existing under the laws of England and Wales Wales, with power and has the capacity authority (icorporate and other) to carry on its business, as currently conducted, execute and to own all of the assets appearing on its balance sheet, except where not having such capacity would not be reasonably likely to result in a Material Adverse Effect, and (ii) to enter into deliver this Agreement and perform its obligations hereunder (and under the Master Put/Call Agreement). (b) The Tender Offers and the execution, delivery and performance by the Company of this Agreement (and under the Master Complementary Deposit Put/Call Agreement) have been duly authorized by the Company and, to the extent applicable, its subsidiaries, and the Company has received all required approvals of its Shareholders with respect thereto. (c) This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Dealer, is the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) The Company currently has, and will continue to have until Completion, sufficient distributable reserves to satisfy the purchase in full by it of the Tendered Shares pursuant to this Agreement. (e) When each notice and Payment Instruction is delivered by the Company pursuant to the terms of this Agreement, it will have been duly authorized, executed and delivered by the Company and will be a valid and binding agreement of the Company, enforceable in accordance with its terms and subject to its conditions. (f) The Company will have duly filed at the commencement of the Tender Offer the Schedule TO and all other documents required to be filed by it pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder (collectively, the “Exchange Act”). The Tender Offer Documents comply or will comply in all material respects with the applicable provisions of the Exchange Act, and the Tender Offer Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in, or any matter omitted from, the Tender Offer Documents based upon written information pertaining to Dealer furnished to the Company by Dealer specifically for use therein. (g) The financial statements included in or incorporated by reference into the Tender Offer Documents present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods presented, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis. (h) The Company will, if legally required, distribute or cause to be distributed to the Shareholders, any and all necessary amendments or supplements to the Tender Offer Documents filed with the SEC or any other Federal, state, local or foreign governmental or regulatory authorities or any court that, in each case, has jurisdiction over the Company or its properties (“Other Agency”) and will promptly furnish to Dealer true and complete copies of each such amendment and supplement upon the filing thereof. (i) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Tender Offers or the other transactions contemplated to occur pursuant to this Agreement do not and will not require any consent, approval, authorization, or order of, or filing or registration with, the SEC or any Other Agency, except for the filings that may be required under the Exchange Act, the UK Companies Xxx 0000 or UK stamp tax legislation. (j) The Tender Offers and the execution, delivery and performance by the Company of this Agreement (and under the Master Put/Call Agreement), do not and will not result in a breach or violation of, or constitute a default under, (i) the memorandum and articles of association of the Company, (ii) any statute, rule, regulation, judgment, decree or order of any governmental agency or body or any court having jurisdiction over the Company or its properties, or (iii) any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of its properties are subject; except, in the case of clauses (ii) and (iii) above, breaches, violations and defaults which, individually and in the aggregate, would not result in material adverse effect on the business, affairs or condition (financial or other) or results of operations of the Company and any of its subsidiaries, taken as whole. (k) No stop order, restraining order or denial of an application for approval has been issued, and no investigation officially disclosed in writing to the Company, proceeding or litigation has been commenced by the SEC or any Other Agency in the United Kingdom with respect to the making or consummation of the Tender Offer (including the use of funds to purchase the Dealer Purchased Shares pursuant to this Agreement) or the execution, delivery and performance by the Company of this Agreement. (l) To the Company’s knowledge, no proceeding or litigation has been commenced or threatened in writing by or before the SEC or any Other Agency, with respect to the making or consummation of the Tender Offer (including the use of funds to purchase the Dealer Purchased Shares pursuant to this Agreement) or the execution, delivery and performance by the Company of this Agreement. (m) Except as disclosed in the Tender Offer Documents, since the end of the period covered by the latest audited financial statements included in or incorporated by reference into the Tender Offer Documents there has been no material adverse change in the condition (financial or otherwise), results of operations, business or properties of the Company and its subsidiaries, taken as a whole. (n) Subject to the qualifications in the Offer to Purchase, the Company believes that it was not a “passive foreign investment company” (a “PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for the taxable year ended December 31, 2018 and should not be a PFIC for the current or future taxable years. The representations and warranties in this Section 7.1 shall be deemed repeated as of the Expiration Date. 7.2 The Company undertakes that it will advise Dealer promptly of: (a) the occurrence of any event that could, in the reasonable judgment of the Company, cause the Company to withdraw, rescind modify or terminate the Tender Offer or the other transactions contemplated to occur pursuant to this Agreement; (b) the execution occurrence of any event, or the discovery of any fact, the occurrence or existence of which the Company believes would require the making of any change or amendment in any of the Tender Offer Documents then being used or would cause any representation or warranty contained in this Master Complementary Deposit Agreement does not require to be untrue or inaccurate in any authorisation with material respect (to the Complementary Depositor that has extent not already been obtained and communicated to the Purchaser, unless in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effectotherwise so qualified); (c) any proposal or requirement to make, amend or supplement the execution of Tender Offer Documents, including any filing required to be made by the Company under the Exchange Act in connection with the Tender Offer or the other transactions contemplated to occur pursuant to this Master Complementary Deposit Agreement and or the performance of Tender Offer Documents, or any other filing in connection with the obligations under Tender Offer or the other transactions contemplated to occur pursuant to this Master Complementary Deposit Agreement do not contravene or the Tender Offer Documents pursuant to any of the provisions of the Complementary Depositor’s articles and memorandum of associationother applicable law, agreements rule or undertakings to which it is a party or by which it is bound, and do not in any manner contravene the statutes and regulations applicable to it, except in each case, to the extent that no Material Adverse Effect would result from such breachregulation; (d) the obligations arising out issuance by the SEC or any Other Agency of any formal or informal comment or order or the taking of any other action concerning the Tender Offer or the other transactions contemplated by this Master Complementary Deposit Agreement are binding on or the Complementary Depositor and enforceable against it Tender Offer Documents (and, if in accordance writing, will furnish Dealer with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generallya copy thereof); (e) any other material developments in the event that, in accordance connection with the provisions of Tender Offer or the other transactions contemplated to occur pursuant to this Master Complementary Deposit Agreement and or the General Master Purchase AgreementTender Offer Documents, including, without limitation, the Complementary Deposit is not repaid in full on commencement of any lawsuit concerning the Program Expiry Date, the Complementary Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as the case may be, as provided in article 4.2(b) of the General Master Purchase Agreement)Tender Offer; and (f) any other information relating to the constitution of Tender Offer, the Complementary Deposit as cash collateral (affectation à titre xx xxxx espèces) in favour of Tender Offer Documents, this Agreement or the Purchaser, as set forth in Article 10 below, complies with the Complementary Depositor’s corporate interest and does not exceed its financial capabilities ; the Complementary Depositor has entered into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE B.V., other transactions contemplated to occur pursuant to this Agreement or the Tender Offer Documents which Dealer may from time to time reasonably request. 7.3 The Company undertakes to Dealer that, on or prior to the Complementary Depositor shall receive from each Seller any necessary consideration for making Expiration Date, the Complementary Deposit Company will cause to be delivered to Dealer opinions of Shearman & Sterling LLP addressed to Dealer as to certain matters of US and shall be indemnified as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. UK law in respect of any losses incurred by the Complementary Depositor as a result of the Complementary Deposit made under this Master Complementary Deposit Agreementforms previously agreed.

Representations and Warranties Undertakings. The Complementary Depositor hereby represents Pledgors represent and warrants warrant on the date hereof and on each date during the Security Period with reference to the Purchaser, facts and circumstances then existing as follows: (a) it is The execution, delivery and performance by the Pledgors of this agreement shall not result in or create any Lien (other than the pledge provided for herein) upon or with respect to any of the Collateral. (b) This agreement creates in favour of the Security Trustee a limited liability company valid and, upon the Pledgors’ notification to the Borrower of the pledge in the Pledged Shares and delivery of the Pledged Notes to the Security Trustee, enforceable security interest in the Collateral, subject to no Liens other than pursuant to this pledge, securing the payment and performance of the Secured Liabilities, and all filings and other actions necessary or desirable to perfect and protect such security interest and the priority thereof, including the Borrower receiving a notification of the pledge in the Pledged Shares from the Pledgors, have been or will forthwith be duly incorporated made or taken. (c) The Pledgors are lawfully possessed of ownership of the Collateral, subject to no Liens other than pursuant to this pledge (and, with respect to the stock collateral, no right or option to acquire the same exists in favour of any other Person), and validly existing under have full power and lawful authority to grant the laws pledge and security interest in and assignment of England the Collateral hereunder. The Pledgors will, so long as any Secured Liabilities shall be outstanding, warrant and Wales defend its title to the Collateral against claims and has the capacity demands of all Persons whomsoever. (id) to carry on its business, as currently conductedThe Pledged Shares are, and to the extent owned by the Pledgors hereafter will be duly authorised, validly issued, fully paid and none of such Pledged Shares is or will be subject to any contractual restriction, or any restriction under the certificate of incorporation or by-laws of the Borrower upon the transfer of such Pledged Shares, save for any such restriction which has been fully and irrevocably waived (except for any such restriction contained herein or in the Loan Agreement). (e) The Pledgors own all of the assets appearing on its balance sheet, except where Pledged Shares and the Pledged Shares constitute 100% of the issued and outstanding shares of capital stock of any class of the Borrower beneficially owned by the Pledgors (whether or not having such capacity would not be reasonably likely to result registered in a Material Adverse Effect, and (ii) to enter into and perform its obligations under this Master Complementary Deposit Agreement; (b) the execution names of this Master Complementary Deposit Agreement does not require any authorisation with respect the Pledgors). The Pledgors shall deliver to the Complementary Depositor Security Trustee undated stock powers duly executed in blank or other separate documents executed by the Pledgors that are effective for the purpose of granting the power to assign, transfer or redeem, forthwith after the issue of such Pledged Shares and a statement from the board of directors of the Borrower which confirms that the Borrower has not already been obtained and communicated to notified of the Purchaser, unless pledge in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect; (c) the execution of this Master Complementary Deposit Agreement Pledged Shares and the performance of the obligations under this Master Complementary Deposit Agreement do not contravene any of the provisions of the Complementary Depositor’s articles and memorandum of association, agreements or undertakings to which it is a party or by which it is bound, and do not in any manner contravene the statutes and regulations applicable to it, except in each case, to the extent that no Material Adverse Effect would result from such breach; (d) the obligations arising out of this Master Complementary Deposit Agreement are binding on the Complementary Depositor and enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally; (e) pledge in the event that, in accordance with the provisions of this Master Complementary Deposit Agreement and the General Master Purchase Agreement, the Complementary Deposit is not repaid in full on the Program Expiry Date, the Complementary Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as the case may be, as provided in article 4.2(b) of the General Master Purchase Agreement); andPledged Shares has been notified before. (f) the constitution The chief executive office of the Complementary Deposit as cash collateral (affectation à titre xx xxxx espècesPledgors is located at Grundartangi, 301 Akranes, Iceland, or, where notice of a change in the chief executive office has been given to the Security Trustee in accordance with Section 8(d) in favour the address of the Purchaser, as set forth chief executive office stated in Article 10 below, complies with the Complementary Depositor’s corporate interest and does not exceed its financial capabilities ; the Complementary Depositor has entered into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE B.V., pursuant to which the Complementary Depositor shall receive from each Seller any necessary consideration for making the Complementary Deposit and shall be indemnified as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. in respect of any losses incurred by the Complementary Depositor as a result of the Complementary Deposit made under this Master Complementary Deposit Agreementthat notice.

Representations and Warranties Undertakings. The Complementary Depositor hereby Borrower represents and warrants to the Purchaser, Lender Parties that the representations and warranties set forth in Loan Documents are true and complete in all material respects on the date hereof as follows: if made on and as of the date hereof (except to the extent any such representation and warranty stated to relate to a specific earlier date is true and correct as of such earlier date) and as if each reference therein to that document included reference to the Loan Documents as amended from time to time (including as amended by the Seventh Amendment Documents). The Borrower further represents and warrants that (a) it is a limited liability company duly incorporated and validly existing under the laws of England and Wales and has the capacity (i) to carry on its business, as currently conducted, and to own in compliance with all of the assets appearing on its balance sheetaffirmative, except where not having such capacity would not be reasonably likely to result negative and financial covenants set forth in a Material Adverse Effectthe Loan Documents as of the date hereof, and (ii) to enter into and perform its obligations under this Master Complementary Deposit Agreement; (b) the execution of this Master Complementary Deposit Agreement does not require any authorisation with respect all audited financial statements and all financial statements provided to the Complementary Depositor that has not already been obtained Securities and communicated Exchange Commission (as part of filings on Form 10-K, Form 10-Q or other SEC forms) delivered to the PurchaserAdministrative Agent through the date hereof have been complete and correct in all material respects and fairly presented the financial condition of the Borrower and their Subsidiaries as at such dates and the results of its operations for the periods covered thereby, unless all in the case of any Governmental Authorisationaccordance with GAAP consistently applied, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect; (c) on the execution date hereof no Event of this Master Complementary Deposit Agreement and the performance of the obligations Default or default (other than those that have been previously cured or waived) under this Master Complementary Deposit Agreement do not contravene any of the provisions of the Complementary Depositor’s articles and memorandum of associationRevolving Credit Document has occurred, agreements or undertakings to which it is a party or by which it is bound, and do not in any manner contravene the statutes and regulations applicable to it, except in each case, to the extent that no Material Adverse Effect would result from such breach; (d) the obligations arising out execution and delivery by it of this Master Complementary Deposit Agreement are binding on Seventh Amendment and the Complementary Depositor other Seventh Amendment Documents has been duly authorized by all requisite corporate action (including, but not limited to, any consent required to be obtained by any shareholder), and enforceable against it in accordance with their respective termshas obtained or will obtain prior to the Seventh Amendment Effective Date any required approvals of third parties for the execution and delivery of such documents, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally; (e) in the event that, in accordance with the provisions of this Master Complementary Deposit Agreement Administrative Agent and the General Master Purchase Agreement, Lenders have performed or complied with all material obligations required to be performed or complied with by it under the Complementary Deposit is not repaid in full on the Program Expiry Date, the Complementary Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (exceptLoan Documents and, as the case may be, as provided in article 4.2(b) of the General Master Purchase Agreement); and date hereof, there are no amounts due and owing by Administrative Agent or the Lenders under the Loan Documents, (f) to the constitution Borrower's knowledge, upon due inquiry, Administrative Agent and the Lenders have not engaged in any acts, conduct or omissions that could result in the Administrative Agent and the Lenders receiving a smaller distribution on account of the Complementary Deposit Revolving Loan Obligations, and (g) all shares of Common Stock to be issued under the Offering- ING Warrants have been duly and validly reserved and all such shares, as cash collateral well as the shares of Common Stock that will be issued to ING on the date hereof pursuant to Sections 2.27 and 8 hereof are not subject to any preemptive or similar rights (affectation à titre xx xxxx espèces) whether arising by contract, law, charter documents or otherwise), other than as may arise in favour favor of ING pursuant to the Series F Certificate of Designations. Each of the Purchaser, parties hereto represents and warrants that such party has full authority and legal power to execute this Seventh Amendment and each of the other Seventh Amendment Documents that it has executed and that this Seventh Amendment and each of the Loan Documents (as set forth in Article 10 below, complies with the Complementary Depositor’s corporate interest and does not exceed its financial capabilities ; the Complementary Depositor has entered into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE B.V., pursuant to which the Complementary Depositor shall receive from each Seller any necessary consideration for making the Complementary Deposit and shall be indemnified as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. in respect of any losses incurred amended by the Complementary Depositor as a result Seventh Amendment Documents) constitute valid and binding obligations of the Complementary Deposit made under this Master Complementary Deposit Agreementsuch party.