CLOSING DATE) OR THE OFFERING
MEMORANDUM (AS OF THE RELEVANT DATE);
(VII)
EACH OF THE CO-ISSUERS AND THE GUARANTORS HAS
THE REQUISITE CORPORATE POWER AND AUTHORITY OR THE REQUISITE LIMITED LIABILITY
COMPANY POWER AND AUTHORITY UNDER ITS OPERATING AGREEMENT, AS THE CASE MAY BE,
TO EXECUTE AND DELIVER THIS AGREEMENT, THE GUARANTEED SECURITIES, THE INDENTURE
AND ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY AND PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER;
(VIII)
NO CO-ISSUER OR GUARANTOR IS IN VIOLATION OF
(I) ITS RESPECTIVE CHARTER DOCUMENTS, (II) ANY REQUIREMENTS OF LAW WITH RESPECT
TO SUCH CO-ISSUER OR GUARANTOR OR (III) ANY INDENTURE, CONTRACT, AGREEMENT,
MORTGAGE, DEED OF TRUST OR OTHER INSTRUMENT TO WHICH ANY OF CO-ISSUER OR
GUARANTOR IS A PARTY OR BY WHICH EITHER IT OR ITS ASSETS IS BOUND (EACH, A
"CONTRACTUAL OBLIGATION") EXCEPT, SOLELY WITH RESPECT TO CLAUSES (II) AND (III),
TO THE EXTENT SUCH VIOLATION COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS, THE APPLICATION OF THE PROCEEDS FROM THE SALE OF
THE SECURITIES AS DESCRIBED HEREIN, IN THE DRAFT OFFERING MEMORANDUM (AS OF THE
CLOSING DATE) AND IN THE OFFERING MEMORANDUM (AS OF THE RELEVANT DATE) AND THE
INCURRENCE OF THE OBLIGATIONS AND CONSUMMATION OF THE TRANSACTIONS HEREIN AND
THEREIN CONTEMPLATED (A) REQUIRES NO ACTION BY OR IN RESPECT OF, OR FILING WITH,
ANY GOVERNMENTAL AUTHORITY WHICH HAS NOT BEEN OBTAINED, (B) WILL NOT CONFLICT
WITH, OR CONSTITUTE A BREACH OF OR DEFAULT UNDER, ANY CHARTER DOCUMENTS OF ANY
CO-ISSUER OR GUARANTOR, AND (C) DO NOT CONTRAVENE, OR CONSTITUTE A DEFAULT
UNDER, ANY REQUIREMENTS OF LAW WITH RESPECT TO SUCH CO-ISSUER OR GUARANTOR OR
ANY CONTRACTUAL OBLIGATION WITH RESPECT TO SUCH CO-ISSUER OR GUARANTOR OR RESULT
IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY PROPERTY OF ANY CO-ISSUER OR
GUARANTOR, EXCEPT FOR LIENS CREATED BY THE TRANSACTION DOCUMENTS AND EXCEPT, IN
THE CASE OF CLAUSE (A) AND (C), SOLELY WITH RESPECT TO THE ASSET CONTRIBUTION
AGREEMENTS, THE VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(IX)
EACH TRANSACTION DOCUMENT TO WHICH A
CO-ISSUER OR GUARANTOR IS A PARTY HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED BY SUCH CO-ISSUER OR GUARANTOR, AND, ASSUMING DUE AUTHORIZATION,
EXECUTION AND DELIVERY BY THE OTHER PARTIES THERETO, CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF THE APPLICABLE CO-ISSUER OR GUARANTOR AND IS
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS (EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY
GENERAL EQUITABLE PRINCIPLES, WHETHER CONSIDERED IN A PROCEEDING AT LAW OR IN
EQUITY AND BY AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING). AS OF THE
RELEVANT DATE, EACH OF THE
5
TRANSACTION DOCUMENTS WILL CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTION
THEREOF IN THE OFFERING MEMORANDUM;
(X)
(1) THE TRANSACTION DOCUMENTS ARE IN FULL
FORCE AND EFFECT; (2)