as of the Effective Date and as of the Issuance Date of
each Series, that:
(A)
ORGANIZATION: POWERS. IT (I) IS DULY FORMED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (II)
HAS ALL REQUISITE POWER AND AUTHORITY TO OWN ITS PROPERTY AND ASSETS AND TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED, (III) IS
QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY JURISDICTION
WHERE THE NATURE OF ITS BUSINESS SO REQUIRES, EXCEPT WHERE THE FAILURE SO TO
QUALIFY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
WITH RESPECT TO IT AND (IV) HAS THE LIMITED LIABILITY COMPANY POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT,
EACH OF THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND EACH OTHER
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY TO WHICH IT IS OR WILL BE
A PARTY.
9
(B)
AUTHORIZATION. THE EXECUTION, DELIVERY AND PERFORMANCE BY IT OF
EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND THE PERFORMANCE OF
THE TRANSACTIONS (I) HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE COMPANY AND, IF
APPLICABLE AND REQUIRED, SHAREHOLDER ACTION AND (II) WILL NOT (A) VIOLATE (1)
ANY REQUIREMENT OF LAW APPLICABLE TO IT OR (2) ANY PROVISION OF ANY TRANSACTION
DOCUMENT OR ANY OTHER MATERIAL CONTRACTUAL OBLIGATION TO WHICH IT IS A PARTY OR
BY WHICH IT OR ANY OF ITS PROPERTY IS OR MAY BE BOUND, (B) BE IN CONFLICT WITH,
RESULT IN A BREACH OF OR CONSTITUTE (ALONE OR WITH NOTICE OR LAPSE OF TIME OR
BOTH) A DEFAULT UNDER, OR GIVE RISE TO ANY RIGHT TO ACCELERATE OR TO REQUIRE THE
PREPAYMENT, REPURCHASE OR REDEMPTION OF ANY OBLIGATION UNDER ANY TRANSACTION
DOCUMENT OR ANY OTHER MATERIAL CONTRACTUAL OBLIGATION TO WHICH IT IS A PARTY OR
BY WHICH IT OR ANY OF ITS PROPERTY IS OR MAY BE BOUND, OR (C) RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN UPON OR WITH RESPECT TO ANY PROPERTY OR
ASSETS NOW OWNED OR HEREAFTER ACQUIRED BY IT (OTHER THAN PERMITTED LIENS).
(C)
ENFORCEABILITY. THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY IT AND CONSTITUTES, AND EACH OTHER TRANSACTION DOCUMENT TO WHICH IT
IS A PARTY WHEN EXECUTED AND DELIVERED BY IT WILL CONSTITUTE, A LEGAL, VALID AND
BINDING OBLIGATION OF IT ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
RESPECTIVE TERMS, SUBJECT (A) TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS RIGHTS GENERALLY, FROM TIME TO TIME IN EFFECT AND (B) TO GENERAL
PRINCIPLES OF EQUITY (WHETHER ENFORCEMENT IS SOUGHT BY A PROCEEDING IN EQUITY OR
AT LAW).
(D)
GOVERNMENTAL APPROVALS. NO ACTION, CONSENT OR APPROVAL OF,
REGISTRATION OR FILING WITH OR ANY OTHER ACTION BY ANY GOVERNMENTAL AUTHORITY IS
OR WILL BE REQUIRED IN CONNECTION WITH THE TRANSACTION DOCUMENTS, EXCEPT FOR (I)
THE FILING OF UCC FINANCING STATEMENTS (OR SIMILAR FILINGS) IN