Representations: Intra-Group Lenders. Each Intra-Group Lender represents and warrants to the Pari Passu Creditors that:
(a) it is a corporation, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation;
(b) the obligations expressed to be assumed by it in this Deed are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Deed does not and will not:
(i) conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or
(ii) constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets.
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, the Security Agent and the Agents on the date it becomes a Party that:
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, the Intercreditor Agent and the Common Security Agent that:
(a) it is a limited liability corporation or company duly incorporated or organised, as the case may be, and validly existing under the laws of its jurisdiction of incorporation or organisation, as the case may be;
(b) subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Agreement and the transactions contemplated herein, do not and will not conflict with:
(i) any law or regulation applicable to it;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument binding on it that could be materially adverse to the interests of the Secured Parties (taken as a whole).
Representations: Intra-Group Lenders. On the date of this Agreement, each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, the Security Agent and the Creditor Representatives that:
(a) it is a limited liability company, foundation, or, as the case may be, limited partnership duly incorporated or organised (as applicable) and validly existing under the laws of its jurisdiction of incorporation or organisation;
(b) subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Agreement does not and will not conflict with:
(i) any law or regulation applicable to it, its constitutional documents or to an extent which could reasonably be expected to have a Material Adverse Effect, any agreement or instrument binding upon it or any of its assets; or
(ii) any agreement or instrument binding on it or any of its assets which constitute a default or termination event (however described) under any such agreement or instrument save to the extent that any such conflict, default or termination event could not reasonably be expected to have a Material Adverse Effect.
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors and the Security Agent that:
(a) it is a corporation or other limited liability entity, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation;
(b) the obligations expressed to be assumed by it in this Agreement are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Agreement does not and will not:
(i) conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or
(ii) constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets.
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Debtor represents and warrants to the Senior Creditors and the Security Agent that:
(a) it is a limited liability corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) subject to the Legal Reservations and the Perfection Requirements, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Agreement does not and will not conflict with:
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, the Security Agent and the Agents that on the date of this Agreement (or such later date that such Intra-Group Lender accedes as a Party):
(a) it is duly incorporated, registered or established and validly existing under the laws of its jurisdiction of incorporation;
(b) subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are valid, legally binding and enforceable obligations; and
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement does not and will not conflict with:
Representations: Intra-Group Lenders. (a) Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors and the Security Agent that:
(i) it is a corporation duly organised (or company duly incorporated), or formed and validly existing under the laws of its jurisdiction of incorporation or formation;
(ii) the obligations expressed to be assumed by it in this Agreement are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and
(iii) the entry into and performance by it of this Agreement does not and will not:
(A) conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or
(B) constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets.
(b) NAC 29 represents and warrants to the Primary Creditors and the Security Agent that, as at the date of this Agreement, there are no Intra-Group Lenders other than NAC DAC and members of the NAC 29 Group (who, for the avoidance of doubt, are Party to this Agreement).
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Group Debtor represents and warrants to the Creditors and the Common Security Agent on the date of this Agreement (or, if it becomes a Party after such date, on the date on which it becomes a Party) that:
(a) it is a person (including, but not limited to a limited liability company or partnership with limited liability) duly organized, formed, established or incorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization;
(b) subject to the Legal Reservations and the Perfection Requirements, its obligations under this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, administration, administrative receivership, winding-up, insolvency, reorganization (by way of voluntary arrangement, schemes of arrangement AMERICAS 120207225 or otherwise), receivership, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity; and
(c) subject to the Legal Reservations and the Perfection Requirements, the entry into and performance by it of this Agreement does not and will not conflict with (a) any law or regulation applicable to it, (b) the terms of any material debt documents binding upon it or (c) its constitutional documents in each case, to such an extent which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Representations: Intra-Group Lenders. Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors and the Security Agent on the date of this Agreement (or, if it becomes a Party after such date, the date of the Creditor/Creditor Representative Accession Undertaking) that:
(a) it is a corporation, duly incorporated or organised and validly existing under the laws of its jurisdiction of incorporation or formation;
(b) subject to the Legal Representative and the Perfection Requirements, the obligations expressed to be assumed by it in this Agreement are (subject to any general principles of law limiting its obligations which are applicable to creditors) legal and valid obligations binding on it and enforceable against it in accordance with the terms hereof; and
(c) the entry into and performance by it of its obligations under this Agreement (taken as a whole) does not and will not conflict:
(i) in any material respect with any applicable law;
(ii) in any material respect with its constitutional documents; or
(iii) any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets in such a manner or to such extent as to have or reasonably likely to have a Material Adverse Effect.
