LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, IS DULY QUALIFIED TO DO BUSINESS AND IS IN
GOOD STANDING IN ALL JURISDICTIONS WHERE ITS OWNERSHIP OR LEASING OF PROPERTY OR
THE CONDUCT OF ITS BUSINESS REQUIRES IT TO BE SO QUALIFIED AND FAILURE TO BE SO
QUALIFIED WOULD HAVE A MATERIAL ADVERSE EFFECT ON SUCH INVESTOR, AND HAVE
PARTNERSHIP POWER AND AUTHORITY TO OWN ITS PROPERTIES AND ASSETS AND TO CARRY ON
ITS BUSINESS AS IT IS NOW BEING CONDUCTED.
THE INVESTOR HAS FURNISHED THE
COMPANY WITH A TRUE, CORRECT AND COMPLETE COPY OF ITS CERTIFICATE OF LIMITED
PARTNERSHIP THROUGH THE DATE OF THIS AGREEMENT.
(B)
AUTHORIZATION.
(1)
THE INVESTOR HAS THE PARTNERSHIP POWER AND AUTHORITY TO ENTER INTO
THIS AGREEMENT AND TO CARRY OUT ITS OBLIGATIONS HEREUNDER.
THE EXECUTION,
DELIVERY, AND PERFORMANCE OF THIS AGREEMENT BY THE INVESTOR AND THE CONSUMMATION
OF THE TRANSACTIONS
(21) Included in the Investment Agreement of one of the investors.
24
CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY THE INVESTOR'S PARTNERSHIP, AS
APPLICABLE, AND NO FURTHER APPROVAL OR AUTHORIZATION BY ANY OF THE PARTNERS IS
REQUIRED.
SUBJECT TO SUCH APPROVALS OF GOVERNMENTAL ENTITIES AS MAY BE REQUIRED
BY STATUTE OR REGULATION, THIS AGREEMENT IS A VALID AND BINDING OBLIGATION OF
THE INVESTOR ENFORCEABLE AGAINST THE INVESTOR IN ACCORDANCE WITH ITS RESPECTIVE
TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
MORATORIUM, REORGANIZATIONS, FRAUDULENT TRANSFER, OR SIMILAR LAWS AFFECTING
CREDITORS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES (WHETHER APPLIED IN
EQUITY OR AT LAW).
NO OTHER PARTNERSHIP PROCEEDINGS ARE NECESSARY FOR THE
EXECUTION AND DELIVERY BY THE INVESTOR OF THIS AGREEMENT, THE PERFORMANCE BY IT
OF ITS OBLIGATIONS HEREUNDER OR THE CONSUMMATION BY IT OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
(2)
NEITHER THE EXECUTION, DELIVERY, AND PERFORMANCE BY THE INVESTOR
OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
NOR COMPLIANCE BY THE INVESTOR WITH ANY OF THE PROVISIONS HEREOF, WILL
(I) VIOLATE, CONFLICT WITH, OR RESULT IN A BREACH OF ANY PROVISION OF, OR
CONSTITUTE A DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH,
WOULD CONSTITUTE A DEFAULT) UNDER, OR RESULT IN THE TERMINATION OF, OR
ACCELERATE THE PERFORMANCE REQUIRED BY, OR RESULT IN A RIGHT OF TERMINATION OR
ACCELERATION OF, OR RESULT IN THE CREATION OF, ANY LIEN UPON ANY OF THE
PROPERTIES OR ASSETS OF SUCH INVESTOR UNDER ANY OF THE MATERIAL TERMS,
CONDITIONS OR PROVISIONS OF (A) ITS CERTIFICATE OF LIMITED PARTNERSHIP OR
PARTNERSHIP AGREEMENT, AS APPLICABLE, OR (B) ANY NOTE, BOND, MORTGAGE,
INDENTURE, DEED OF TRUST, LICENSE, LEASE, AGREEMENT OR OTHER INSTRUMENT OR
OBLIGATION TO WHICH THE INVESTOR IS A PARTY OR BY WHICH IT MAY BE BOUND, OR TO
WHICH THE INVESTOR OR ANY OF THE PROPERTIES OR ASSETS OF SUCH INVESTOR MAY BE
SUBJECT, OR (II) SUBJECT TO COMPLIANCE WITH THE STATUTES AND REGULATIONS
REFERRED TO IN THE NEXT PARAGRAPH, VIOLATE ANY STATUTE, RULE OR REGULATION OR,
TO THE KNOWLEDGE OF THE INVESTOR, ANY JUDGMENT, RULING, ORDER, WRIT, INJUNCTION
OR