TERMINATION EVENT, THE
SECURED PARTY MAY PROVIDE NOTICE TO THE COUNTERPARTIES OR ANY OF THEIR
AFFILIATES UNDER ANY CONTRACT THAT ALL PAYMENTS SHALL BE MADE TO OR AT THE
DIRECTION OF THE SECURED PARTY FOR SO LONG AS SUCH DEFAULT OR POTENTIAL
TERMINATION EVENT SHALL BE CONTINUING. FOLLOWING THE DELIVERY OF ANY SUCH
NOTICE, THE SECURED PARTY SHALL PROMPTLY NOTIFY THE COUNTERPARTIES UNDER SUCH
CONTRACT UPON THE TERMINATION OR WAIVER OF ANY SUCH DEFAULT OR POTENTIAL
TERMINATION EVENT AND THE SECURED PARTY SHALL PROMPTLY DELIVER TO HOLDINGS ANY
PAYMENTS IT RECEIVES AFTER SUCH TERMINATION OR WAIVER AND PRIOR TO NOTIFYING THE
COUNTERPARTIES THERETO. EACH GRANTOR HEREBY IRREVOCABLY MAKES, CONSTITUTES AND
APPOINTS THE SECURED PARTY (AND ALL OFFICERS, EMPLOYEES, OR AGENTS DESIGNATED BY
THE SECURED PARTY) AS SUCH GRANTOR'S TRUE AND LAWFUL ATTORNEY (AND
AGENT-IN-FACT) FOR THE PURPOSE OF ENABLING THE SECURED PARTY OR ITS AGENTS TO
ASSERT AND COLLECT SUCH CLAIMS AND TO APPLY SUCH MONIES IN THE MANNER SET FORTH
HEREINABOVE.
SUCH APPOINTMENT SHALL BECOME EFFECTIVE UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF A DEFAULT OR POTENTIAL TERMINATION EVENT AND, IF THE
ISDA DOCUMENTS ARE TERMINATED FOLLOWING AN EVENT OF DEFAULT OR A TERMINATION
EVENT, SUCH APPOINTMENT SHALL CONTINUE THEREAFTER.
11
SECTION 4
REPRESENTATIONS AND
WARRANTIES.
To induce the Secured Party to enter into the Master ISDAs and to induce the
Secured Party to enter into transactions with the MX Companies, each Grantor,
jointly and severally, hereby represents and warrants to the Secured Party as
follows:
4.1
CORPORATE AUTHORITY.
IT IS DULY ORGANIZED
AND VALIDLY EXISTING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION OR
INCORPORATION AND, IF RELEVANT UNDER SUCH LAWS, IN GOOD STANDING.
IT HAS THE
CORPORATE POWER TO EXECUTE THIS AGREEMENT AND ANY OTHER DOCUMENTATION RELATING
TO THIS AGREEMENT TO WHICH IT IS A PARTY, TO DELIVER THIS AGREEMENT AND ANY
OTHER DOCUMENTATION RELATING TO THIS AGREEMENT THAT IT IS REQUIRED BY THIS
AGREEMENT TO DELIVER AND TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ANY
OBLIGATIONS IT HAS UNDER ANY OTHER ISDA DOCUMENT TO WHICH IT IS A PARTY AND HAS
TAKEN ALL NECESSARY CORPORATE ACTION TO AUTHORIZE SUCH EXECUTION, DELIVERY AND
PERFORMANCE.
SUCH EXECUTION, DELIVERY AND PERFORMANCE DO NOT VIOLATE OR
CONFLICT WITH ANY LAW APPLICABLE TO IT, ANY PROVISION OF ITS CONSTITUTIONAL
DOCUMENTS, ANY ORDER OR JUDGMENT OF ANY COURT OR OTHER AGENCY OF GOVERNMENT
APPLICABLE TO IT OR ANY OF ITS ASSETS OR ANY CONTRACTUAL RESTRICTION BINDING ON
OR AFFECTING IT OR ANY OF ITS ASSETS.
ALL GOVERNMENTAL AND OTHER CONSENTS THAT
ARE REQUIRED TO HAVE BEEN OBTAINED BY IT WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER ISDA DOCUMENT TO WHICH IT IS A PARTY HAVE BEEN OBTAINED AND ARE IN FULL
FORCE AND EFFECT AND ALL CONDITIONS OF ANY SUCH CONSENTS HAVE BEEN COMPLIED
WITH.
ITS OBLIGATIONS UNDER THIS AGREEMENT AND ANY OTHER ISDA DOCUMENT TO WHICH
IT IS A PARTY CONSTITUTE ITS LEGAL, VALID AND BINDING OBLIGATIONS, ENFORCEABLE
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS (SUBJECT TO