MATERIAL ADVERSE EFFECT;
(B)
SUCH PARTY HAS DELIVERED TO PARTY A TRUE AND COMPLETE COPIES OF
ITS ORGANIZATIONAL DOCUMENTS AS AMENDED OR AMENDED AND RESTATED THROUGH THE DATE
HEREOF AND AS IN EFFECT ON THE DATE HEREOF;
(C)
SUCH PARTY HAS THE FULL CORPORATE POWER AND CORPORATE AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND THE OTHER SPECIFIED AGREEMENTS AND TO
PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER; AND
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ANY
OTHER SPECIFIED AGREEMENT BY SUCH PARTY HAVE BEEN AND REMAIN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP ACTION, AS
APPLICABLE, AND DO NOT CONTRAVENE (I) ANY PROVISION OF ITS ORGANIZATIONAL
DOCUMENTS, (II) APPLICABLE LAW, OR (III) THE TERMS OF ANY MATERIAL CONTRACT.
(II)
ENFORCEABILITY.
THIS AGREEMENT AND EACH SPECIFIED AGREEMENT TO
WHICH IT IS A PARTY CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH
PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
EXCEPT AS ENFORCEMENT HEREOF OR THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY OR BY GENERAL EQUITY PRINCIPLES.
(III)
CAPITALIZATION, INDEBTEDNESS AND HEDGING TRANSACTIONS.
(A)
EXHIBIT 5(J)(III)(A) SETS FORTH THE CAPITALIZATION OF SUCH PARTY AS
OF THE DATE HEREOF, INCLUDING (I) THE AUTHORIZED CAPITAL, (II) THE EQUITY
INTERESTS OUTSTANDING AND (III) EACH PERSON OWNING, OF RECORD OR BENEFICIALLY,
10% OR MORE OF ANY CLASS OF SUCH PARTY'S EQUITY INTERESTS, TOGETHER WITH THE
NUMBER OF EQUITY INTERESTS OF EACH SUCH CLASS AND THE PERCENTAGE SO HELD BY EACH
SUCH PERSON.
ALL OUTSTANDING EQUITY INTERESTS ARE DULY AND VALIDLY ISSUED,
FULLY PAID AND NON-ASSESSABLE. EXCEPT FOR OPTIONS AND WARRANTS OF MX HOLDINGS
OUTSTANDING ON THE DATE HEREOF OR WHICH MAY BE ISSUED PURSUANT TO THE
16
MANAGEMENT INCENTIVE PLAN, SUCH PARTY DOES NOT HAVE OUTSTANDING ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR ITS EQUITY INTERESTS OR ANY RIGHTS TO
SUBSCRIBE FOR OR TO PURCHASE, OR ANY OPTION FOR THE PURCHASE OF, OR ANY
AGREEMENT, ARRANGEMENT OR UNDERSTANDING PROVIDING FOR THE ISSUANCE (CONTINGENT
OR OTHERWISE) OF, OR ANY CALL, COMMITMENT OR CLAIMS OF ANY CHARACTER RELATING
TO, ITS EQUITY INTERESTS.
(B)
EXHIBIT 5(J)(III)(B) SETS FORTH THE INDEBTEDNESS OF SUCH PARTY AS
OF THE DATE OF THIS AGREEMENT, INCLUDING, AS TO EACH ITEM OF INDEBTEDNESS (TO
THE EXTENT APPLICABLE) INCLUDING CREDIT SUPPORT, (I) THE COUNTERPARTY OR
COUNTERPARTIES OR ISSUERS, (II) THE NATURE OF THE INDEBTEDNESS OR CREDIT
SUPPORT, (III) THE AMOUNT OF THE OBLIGATIONS, REMAINING PURCHASE PRICE OR FACE
AMOUNT, (IV) THE FINAL MATURITY DATE OR EXPIRATION OR TERMINATION DATE AND A
DESCRIPTION OF REQUIRED INTERIM PAYMENTS AND (V) THE RATE, AND THE TIMING OF
PAYMENTS, OF INTEREST, FEES AND SIMILAR CHARGES.
(C)
EXHIBIT 5(J)(III)(C) SETS FORTH A LIST OF ALL HEDGING TRANSACTIONS
TO WHICH SUCH PARTY IS A PARTY AS OF THE DATE OF THIS AGREEMENT, INCLUDING, AS
TO EACH HEDGING TRANSACTION (TO THE EXTENT APPLICABLE), (I) THE COUNTERPARTY OR
COUNTERPARTIES, (II) THE NATURE OF SAID HEDGING TRANSACTION, (III) THE TERM