Representations as to the Subsidiary Borrower Sample Clauses

Representations as to the Subsidiary Borrower. (a) The Subsidiary Borrower is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to the Subsidiary Borrower, the “Foreign Obligor Documents”), and the execution, delivery and performance by the Subsidiary Borrower of the Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither the Subsidiary Borrower nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which the Subsidiary Borrower is organized and existing in respect of its obligations under the Foreign Obligor Documents. (b) The Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which the Subsidiary Borrower is organized and existing for the enforcement thereof against the Subsidiary Borrower under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Foreign Obligor Documents that the Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which the Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (c) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which the Subsidiary Borrower is organized and existing either (i) on or by virtue of the execution or delivery of the Foreign Obligor Documents or (ii) on any payment to be made by the Subsidiary Borrower pursuant to the Foreign Obligor Documents, except as has been disclosed to the Administrative Agent. (d) The ...