INCORPORATED AS A LIMITED
LIABILITY COMPANY AND IS VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS FORMATION, IS QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN LIMITED LIABILITY COMPANY IN EACH JURISDICTION IN WHICH
THE OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION EXCEPT FOR SUCH FAILURES TO QUALIFY TO DO BUSINESS OR BE IN GOOD
STANDING AS A FOREIGN LIMITED LIABILITY COMPANY AS ARE NOT REASONABLY LIKELY TO
RESULT IN A MATERIAL ADVERSE EFFECT, AND HAS THE REQUISITE POWER AND AUTHORITY
UNDER ITS OPERATING AGREEMENT TO OWN OR HOLD ITS PROPERTIES AND TO CONDUCT THE
BUSINESS IN WHICH IT IS ENGAGED AS DESCRIBED IN THE DRAFT OFFERING MEMORANDUM
(AS OF THE CLOSING DATE) OR THE OFFERING MEMORANDUM (AS OF THE RELEVANT DATE);
(VII)
EACH OF THE CO-ISSUERS HAS THE REQUISITE LIMITED LIABILITY COMPANY
POWER AND AUTHORITY UNDER ITS OPERATING AGREEMENT TO EXECUTE AND DELIVER THIS
AGREEMENT, THE SECURITIES, THE INDENTURE AND ANY OTHER TRANSACTION DOCUMENT TO
WHICH IT IS A PARTY AND PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER;
(VIII)
NEITHER CO-ISSUER IS IN VIOLATION OF (I) ITS RESPECTIVE CHARTER
DOCUMENTS, (II) ANY REQUIREMENTS OF LAW (AS DEFINED BELOW) WITH RESPECT TO SUCH
PARTY 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 EITHER CO-ISSUER, AND
(C) DO NOT CONTRAVENE, OR CONSTITUTE A DEFAULT UNDER,
4
ANY REQUIREMENTS OF LAW WITH RESPECT TO SUCH CO-ISSUER OR ANY CONTRACTUAL
OBLIGATION WITH RESPECT TO SUCH CO-ISSUER OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY PROPERTY OF EITHER CO-ISSUER, 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.
FOR
PURPOSES OF THIS AGREEMENT, "REQUIREMENTS OF LAW" MEANS WITH RESPECT TO ANY
PERSON OR ANY OF ITS PROPERTY, THE CERTIFICATE OF INCORPORATION OR ARTICLES OF
ASSOCIATION AND BY LAWS, LIMITED LIABILITY COMPANY AGREEMENT, PARTNERSHIP
AGREEMENT OR OTHER ORGANIZATIONAL OR GOVERNING