ORGANIZATION.
THE BLOCKER ENTITY IS AN ENTITY WHICH WAS FORMED SOLELY
FOR THE PURPOSES OF INVESTING IN THE COMPANY AND HAS NOT ENGAGED IN ANY OTHER
BUSINESS ACTIVITY OTHER THAN THE HOLDING OF THE PREFERRED UNITS AND/OR COMMON
UNITS AND SUCH OTHER ACTIVITIES RELATED TO THE EXERCISE OF RIGHTS AND THE
FULFILLMENT OF OBLIGATIONS ARISING UNDER THE LETTER AGREEMENT, THE PURCHASE
AGREEMENTS RELATING TO THE ACQUISITION OF THE PREFERRED UNITS AND/OR COMMON
UNITS BY THE BLOCKER ENTITY, THE ACTIVITIES EXPRESSLY CONTEMPLATED BY THIS
AGREEMENT AND THE OPERATING AGREEMENT.
EACH SELLING EQUITYHOLDER AND THE
BLOCKER ENTITY HAS THE CORPORATE OR LIMITED LIABILITY COMPANY POWER AND
AUTHORITY, TO EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS
HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED
BY ALL REQUISITE CORPORATE OR LIMITED LIABILITY COMPANY ACTION ON THE PART OF
THE BLOCKER ENTITY AND EACH SELLING EQUITYHOLDER.
THIS AGREEMENT CONSTITUTES A
VALID AND BINDING OBLIGATION OF EACH SELLING EQUITYHOLDER AND THE BLOCKER
ENTITY, IS ENFORCEABLE AGAINST THE BLOCKER ENTITY AND EACH SELLING EQUITYHOLDER
IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT ENFORCEABILITY MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS AFFECTING THE RIGHTS AND REMEDIES OF CREDITORS GENERALLY.
2.2
CAPITALIZATION AND RELATED MATTERS.
(A)
THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE BLOCKER
ENTITY AND THE NUMBER OF UNITS HELD BY THE BLOCKER ENTITY IS SET FORTH ON
EXHIBIT A ATTACHED HERETO.
ALL THE BLOCKER INTERESTS HAVE BEEN DULY AUTHORIZED,
HAVE BEEN VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
(B)
EACH SELLING EQUITYHOLDER OWNS ITS RESPECTIVE BLOCKER
INTEREST, FREE AND CLEAR OF ANY AND ALL LIENS.
THE BLOCKER ENTITY OWNS ITS
RESPECTIVE SUBJECT UNITS, FREE AND CLEAR OF ANY AND ALL LIENS, EXCEPT FOR LIENS
UNDER THE OPERATING AGREEMENT.
2.3
TAX MATTERS.
(A)
THE BLOCKER ENTITY HAS FILED ALL FEDERAL INCOME TAX RETURNS
AND ALL OTHER MATERIAL TAX RETURNS THAT IT WAS REQUIRED TO FILE. ALL SUCH TAX
RETURNS AS SO FILED DISCLOSE ALL MATERIAL TAXES REQUIRED TO BE PAID FOR THE
PERIODS COVERED THEREBY. ALL SUCH TAX RETURNS ARE TRUE, CORRECT AND COMPLETE.
ALL MATERIAL TAXES DUE AND OWING BY THE BLOCKER ENTITY (WHETHER OR NOT SHOWN ON
ANY TAX RETURN) HAVE BEEN PAID.
THE BLOCKER ENTITY CURRENTLY IS NOT THE
BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN.
THERE
ARE NO LIENS FOR TAXES (OTHER THAN TAXES NOT YET DUE AND PAYABLE) UPON ANY OF
THE ASSETS OF THE BLOCKER ENTITY.
THE BLOCKER ENTITY HAS WITHHELD AND PAID ALL
MATERIAL TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH
AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR,
STOCKHOLDER, OR OTHER THIRD PARTY, AND ALL FORMS W-2 AND 1099 REQUIRED WITH
RESPECT THERETO HAVE BEEN PROPERLY COMPLETED AND TIMELY FILED.
(B)
THERE IS NO MATERIAL DISPUTE OR CLAIM CONCERNING ANY TAX
LIABILITY OF THE BLOCKER ENTITY EITHER (I) CLAIMED OR RAISED BY ANY AUTHORITY