Common use of Organization; Power and Authority Clause in Contracts

Organization; Power and Authority. (a) The Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (cb) Each Initial Subsidiary Guarantor is a limited partnership or limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership or limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the its Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Each of the Parent and the Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Each of the Parent and the Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement Agreement, and the Notes (in the case of the Company) and the Parent Guaranty (in the case of the Parent) and to perform the provisions hereof. (b) The Issuer hereof and thereof. Each Subsidiary Guarantor is a limited partnership duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership organization and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the corporate or limited liability company or limited partnership power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions hereof and thereof.

Organization; Power and Authority. (a) The Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationformation, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (cb) Each Initial Subsidiary The Parent Guarantor is a limited liability company or limited partnership, as the case may be, real estate investment trust duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationformation, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary The Parent Guarantor has the limited liability company or limited partnership trust power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (c) Each Subsidiary Guarantor is a corporation or other legal entity duly organized or formed, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization or formation, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact and to execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Company is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by lawLaw, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Credit Documents to which it is a party and to perform the provisions hereofhereof and thereof. (b) The Issuer Holdings is a limited partnership corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organizationincorporation, and is duly qualified as a foreign limited partnership corporation and is in good standing in each jurisdiction in which such qualification is required by lawLaw, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Holdings and its Subsidiaries, taken as a whole. The Issuer Holdings has the limited partnership corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes Credit Documents to which it is a party and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (cb) Each Initial Subsidiary The Parent Guarantor is a limited liability company or limited partnership, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary The Parent Guarantor has the limited liability company or limited partnership corporate power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (c) Each Subsidiary Guarantor is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact and to execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof.

Organization; Power and Authority. (a) The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited liability company power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Notes and each other Note Document to which it is a party and to perform the provisions hereof and thereof. (b) The Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Guarantor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and each other Note Document to which it is a party and to perform the provisions hereofhereof and thereof. (bc) The Issuer Each Subsidiary Guarantor is a limited partnership corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by lawcorporation or other legal entity and, other than those jurisdictions as to which the failure to be so qualified or in good standing could notwhere applicable, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company corporate or limited partnership other power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, lease and to transact the business it transacts and proposes to transact, transact and to execute and deliver the Subsidiary Guaranty Agreement and each other Note Document to which it is a party and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Whitestone REIT is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationformation, and is duly qualified as a foreign corporation real estate investment trust and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Whitestone REIT has the corporate trust power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereofhereof and thereof. (b) The Issuer Company is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationformation, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer Company has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may beapplicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationformation, and is duly qualified as a foreign limited liability company or limited partnership, as the case may beapplicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership partnership, as applicable, power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty this Agreement and to perform the provisions hereof and thereof.

Organization; Power and Authority. (a1) The Parent Each of the Company and each of its Subsidiaries that is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may becorporation, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. Each of the Company's Subsidiaries that is a limited liability company is a limited liability company, duly formed, validly existing and in good standing under the Laws of the jurisdiction of organizationits formation and has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted pursuant to the Related Agreements. (2) It has the requisite power, authority and/or legal capacity to execute, deliver and perform this Agreement, each of the Related Agreement Amendments to which it is (or shall be) a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (3) Each of the Company and each of its Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse EffectEffect on the Company or such Subsidiary or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements. (4) The execution and delivery of this Agreement by the Company and the consummation of the Transactions by the Company, including without limitation the execution and delivery of the Related Agreement Amendments to which it is a party, have been duly and validly authorized by the Board of Directors of the Company and, no other corporate proceedings on the part of the Company which have not been taken (including, without limitation, approval of its stockholders) are necessary to authorize this Agreement or to consummate the Transactions. (5) This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. Each Initial Subsidiary Guarantor has of the Related Agreement Amendments to which it is a party upon execution and delivery, shall constitute the valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnership power other similar Laws affecting or relating to enforcement of creditors' rights generally and authoritymay be subject to general principles of equity. (6) As of the Closing Date, as after giving effect to the case may beTransactions, to own the Company is not in breach of any obligation under this Agreement, any Related Agreement or hold under lease any of the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofCredit Documents.

Organization; Power and Authority. (a1) The Parent Each of the Company and each of its Subsidiaries that is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may becorporation, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted pursuant to the Related Agreements. Each of the Company's Subsidiaries that is a limited liability company is a limited liability company, duly formed, validly existing and in good standing under the Laws of the jurisdiction of organizationformation and has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted pursuant to the Related Agreements. (2) It has the requisite power, authority and/or legal capacity to execute, deliver and perform this Agreement and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (3) Each of the Company and each of its Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. Each Initial Effect on the Company or such Subsidiary Guarantor has or materially adversely affect the limited liability company Transactions or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and its ability to perform its obligations under the provisions thereofRelated Agreements. (4) The execution and delivery of this Agreement by the Company and the consummation of the Transactions by the Company have been duly and validly authorized by the Board of Directors of the Company and, no other corporate proceedings on the part of the Company which have not been taken (including, without limitation, approval of its stockholders) are necessary to authorize this Agreement or to consummate the Transactions. (5) This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (6) After giving effect to the Transactions, the Company is not in breach of any obligation under this Agreement, any Related Agreement or any of the Credit Documents.

Organization; Power and Authority. (a) The Parent Each of the Company and each of its Subsidiaries that is a corporation is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, incorporation and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the requisite corporate power and authority to own or hold under own, lease the and operate its properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer carry on its business as now being conducted and as proposed to be conducted. Each of its Subsidiaries that is a limited liability company or a limited partnership is a limited liability company or a limited partnership, as the case may be, duly organizedformed, validly existing and in good standing under the laws of its the jurisdiction of organization, formation and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a requisite limited liability company or limited partnership, as the case may be, duly organizedpower and authority to own, validly existing lease and in good standing under conduct its properties and to carry on the laws business as new being conducted and as proposed to be conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement, and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (c) Each of the Company and each of its jurisdiction of organization, and Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect. Each Initial Subsidiary Guarantor Effect or a material adverse effect on the Transactions. (d) The execution and delivery of this Agreement by the Company and the consummation of the Transactions by it have been duly and validly authorized by its Board of Directors and no other proceedings on its part which have not been taken (including approval of its shareholders) are necessary to authorize this Agreement or to consummate the Transactions. (e) This Agreement has been duly executed and delivered by the Company and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnership power and authorityother similar Laws affecting or relating to enforcement of creditors' rights generally or may be subject to general principles of equity. (f) As of the Closing, as after giving effect to the case may beTransactions, to own the Company is not in breach of any obligation under this Agreement or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofStockholders' Agreement.

Organization; Power and Authority. (a) The Parent Each of the Company and --------------------------------- each of its Subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, its incorporation and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the requisite corporate power and authority to own or hold under own, lease the and operate its properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform carry on its business as now being conducted and as proposed to be conducted. Each of the provisions hereof. (b) The Issuer Company's Subsidiaries that is a limited liability company or a limited partnership is a limited liability company or a limited partnership, as the case may be, duly organizedformed, validly existing and in good standing under the laws of its the jurisdiction of organization, formation and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a requisite limited liability company or a limited partnership, as the case may be, duly organizedpower and authority to own, validly existing lease and in good standing under operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the laws requisite power, authority and/or legal capacity to execute, deliver and perform this Agreement and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder to which it is or will be a party. (c) Each of the Company and each of its jurisdiction of organization, and Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. Each Initial Subsidiary Guarantor Effect on it or materially adversely affect the Transactions. (d) The execution and delivery of this Agreement and the consummation of the Transactions by it have been duly and validly authorized by its Board of Directors and shareholders and, except for the filing of the Restated Certificate with the office of the Secretary of State of Delaware, no other proceedings which have not been taken are necessary to authorize this Agreement or to consummate the Transactions. (e) This Agreement has been duly executed and delivered by it and constitutes the valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnership power other similar Laws affecting or relating to enforcement of creditors' rights generally and authoritymay be subject to general principles of equity. (f) As of the Closing, as after giving effect to the case may beTransactions, to own or hold it is not in breach of any obligation under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofthis Agreement.

Organization; Power and Authority. (a) The Parent Each of the Company and each of its Subsidiaries that is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may becorporation, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. Each of the Company's Subsidiaries that is a limited liability company is a limited liability company, duly formed, validly existing and in good standing under the Laws of the jurisdiction of organizationformation and has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the requisite power, authority and/or legal capacity to execute, deliver and perform this Agreement and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (c) Each of the Company and each of its Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. Each Initial Effect on the Company or such Subsidiary Guarantor has or materially adversely affect the limited liability company Transactions or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and its ability to perform its obligations under the provisions thereofRelated Agreements. (d) The execution and delivery of this Agreement by the Company and the consummation of the Transactions by the Company have been duly and validly authorized by the Board of Directors of the Company and, no other corporate proceedings on the part of the Company which have not been taken (including, without limitation, approval of its stockholders) are necessary to authorize this Agreement or to consummate the Transactions. (e) This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (f) After giving effect to the Transactions, the Company is not in breach of any obligation under this Agreement, any Related Agreement or any of the Credit Documents.

Organization; Power and Authority. (a) The Issuer is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited liability company power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (b) The Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Guarantor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (bc) The Issuer Each Subsidiary Guarantor is a limited partnership corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by lawcorporation or other legal entity and, other than those jurisdictions as to which the failure to be so qualified or in good standing could notwhere applicable, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company corporate or limited partnership other power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, lease and to transact the business it transacts and proposes to transact, transact and to execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof.

Organization; Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, to amend and restate the Existing Notes and to perform the provisions hereof and of the Notes. (b) The Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement the Parent Guaranty and to perform the provisions hereofthereof. (bc) The Issuer Each Subsidiary Guarantor is a limited partnership corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation, and is duly qualified as a foreign limited partnership corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership corporate power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Company is a corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware, and is duly qualified as a foreign corporation limited liability company and is in good standing in each jurisdiction in which such qualification is required by lawit owns or leases properties or conducts any business, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Company to perform its obligations under this Agreement, the Notes (including the payment of interest thereon or principal thereof), the Indenture or the Registration Rights Agreement. The Parent Company has the corporate all requisite power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement Agreement, the Notes, the Indenture and the Registration Rights Agreement, to perform its obligations hereunder and thereunder and to perform consummate the provisions hereof. transactions that are the subject of this Agreement, the Notes, the Indenture and the Registration Rights Agreement. Any person signing this Agreement, the Notes, the Indenture and the Registration Rights Agreement on behalf of the Company has been duly authorized by the Company to do so. No other consent, approval or authorization of any Person (b) The Issuer is a limited partnership duly organized, validly existing and in good standing other than the trustee under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification Indenture) is required in connection with the execution, delivery or performance by lawthe Company of this Agreement, the Notes, the Indenture or the Registration Rights Agreement other than those jurisdictions such consents, approvals or authorizations, as to which the failure to be so qualified or in good standing obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has material adverse effect on the limited partnership power and authority ability of the Company to own or hold perform its obligations under lease the properties it purports to own or hold under leasethis Agreement, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform (including the provisions hereof and payment of interest thereon or principal thereof), the Indenture or the Registration Rights Agreement. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent New Dreyer's and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Each of New Dreyer's and its Subsidiaries has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and the Notes and to perform the provisions hereofhereof and thereof. (b) The Issuer Each Guarantor is a limited partnership corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership corporate power and authority, as the case may be, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Affiliate Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Company and each of its Subsidiaries that is a corporation is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, its incorporation and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the requisite corporate power and authority to own or hold under own, lease the and operate its properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform carry on its business as now being conducted and as proposed to be conducted. Each of the provisions hereof. (b) The Issuer Company's Subsidiaries that is a limited liability company or a limited partnership is a limited liability company or a limited partnership, as the case may be, duly organizedformed, validly existing and in good standing under the laws of its the jurisdiction of organization, formation and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a requisite limited liability company or a limited partnership, as the case may be, duly organizedpower and authority to own, validly existing lease and in good standing under operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the laws requisite power, authority and/or legal capacity to execute, deliver and perform this Agreement and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (c) The Company and each of its jurisdiction of organization, and Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. Each Initial Subsidiary Guarantor Effect on it or materially adversely affect the Transactions. (d) The execution and delivery of this Agreement and the consummation of the Transactions by it have been duly and validly authorized by its Board of Directors and shareholders and, except for the filing the Company's Restated Certificate with the office of the Secretary of State of Delaware, no other proceedings which have not been taken are necessary to authorize this Agreement or to consummate the Transactions. (e) This Agreement has been duly executed and delivered by it and constitutes the valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnership power other similar Laws affecting or relating to enforcement of creditors' rights generally and authoritymay be subject to general principles of equity. (f) As of the Closing, as after giving effect to the case may beTransactions, to own it is not in breach of any obligation under this Agreement or hold under lease any of the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofCredit Documents.

Organization; Power and Authority. (a) The Parent It is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation. (b) It has the requisite power and authority to execute, deliver and perform this Agreement, each Related Agreement Amendment to which it is (or will be) a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party and to consummate the Transactions. (c) It is duly qualified as a foreign corporation and is in good standing to do business in each jurisdiction in which where the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a an AT&T PCS Material Adverse Effect. The Parent has Effect or a material adverse effect on the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereofTransactions. (bd) The Issuer execution and delivery of this Agreement by it and the consummation of the Transactions by it, including the execution and delivery of the Related Agreement Amendments to which it is (or will be) a limited partnership party, have been duly organized, and validly existing authorized by its Board of Directors (or equivalent body) and in good standing under the laws no other proceedings on its part which have not been taken (including approval of its jurisdiction of organizationstockholders, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by lawpartners or members) are or, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregatecase of the Related Agreement Amendments will be, reasonably be expected necessary to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver authorize this Agreement and or the Notes and Related Agreement Amendments or to perform consummate the provisions hereof and thereofTransactions. (ce) This Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally or may be subject to general principles of equity. Each Initial Subsidiary Guarantor of the Related Agreement Amendments to which it is a party shall be duly executed and delivered by it at (or prior to) the Closing and, upon such execution and delivery, shall constitute its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnershipother similar Laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (f) As of the Closing Date, as after giving effect to the case may beTransactions, duly organized, validly existing and it will not be in good standing breach of any obligation under this Agreement or any of the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofRelated Agreement Amendments.

Organization; Power and Authority. (a) The Parent Such Seller (i) is a corporation duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction in which it is so organized or formed, (ii) has full corporate, partnership or limited liability company power and authority to carry on its jurisdiction of incorporationbusiness as it is now being conducted and (iii) where appropriate, and is duly qualified to do business as a foreign corporation corporation, partnership or limited liability company and is in good standing in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by lawnecessary, other than those jurisdictions as to which except where the failure to be so qualified or in good standing could not, individually or in the aggregate, would not reasonably be expected to have materially and adversely affect its ability to execute, deliver and perform its obligations under the Contribution Documents to which it is a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereofparty. (b) The Issuer Such Seller has full authority to execute, deliver and perform its obligations under this Agreement and each other Contribution Document to which it is a party, and to carry out the transactions contemplated hereby and thereby. This Agreement and each Contribution Document to which such Seller is a party has been duly and validly executed by it and, assuming the due authorization, execution and delivery by the Company Issuer and the Highstar Entities, as applicable, constitutes the legal, valid and binding obligation of it enforceable in accordance with its terms, except as enforcement may be limited partnership by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. (c) Each of the Contributor Entities (i) is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction in which it is so organized or formed, (ii) has full corporate, partnership or limited liability company power and authority to carry on its jurisdiction of organizationbusiness as it is now being conducted and (iii) where appropriate, and is duly qualified to do business as a foreign corporation, partnership or limited partnership liability company and is in good standing in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, other than those jurisdictions as to which necessary unless the failure to be so qualified or in good standing could not, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse EffectEvent. The Issuer has the limited partnership power and authority No claims, actions or proceedings to own or hold under lease the properties it purports to own or hold under leasedissolve any Contributor Entity are pending or, to transact the business it transacts and proposes to transactSellers’ Knowledge, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereofthreatened. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Each AT&T Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be--------------------------------- corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Cash Equity Investor is duly qualified as a foreign limited liability company corporation, general partnership or limited partnership, as the case may beduly organized, validly existing and is in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. (1) It has the requisite power and authority to execute, deliver and perform this Agreement, each of the Related Agreements to which it is a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (2) It is duly qualified to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse EffectEffect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements. (3) The execution and delivery of this Agreement by it and the consummation of the Transactions by it, including without limitation the execution and delivery of the Related Agreements to which it is a party, have been duly and validly authorized by its Board of Directors (or equivalent body) and no other proceedings on its part which have not been taken (including, without limitation, approval of its stockholders, partners or members) are necessary to authorize this Agreement or to consummate the Transactions. (4) This Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. Each Initial Subsidiary Guarantor has of the Related Agreements to which it is a party shall be duly executed and delivered by it at the Closing and, upon such execution and delivery, shall constitute its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnership power other similar laws affecting or relating to enforcement of creditors' rights generally and authoritymay be subject to general principles of equity. (5) As of the Closing Date, as after giving effect to the case may beTransactions, to own it is not in breach of any obligation under this Agreement or hold under lease any of the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofRelated Agreements.

Organization; Power and Authority. (a) The Parent Trust is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation, Maryland and is duly qualified as a foreign corporation entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Trust has the corporate requisite power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transacttransacts, to execute and deliver this Agreement, the Other Agreements and the Guaranty Agreement and to perform the provisions hereofhereof and thereof. The Trust is the sole general partner of the Operating Partnership. The Trust owns no assets other than its general partnership interest in the Operating Partnership, short-term Investments, interests in Subsidiaries which hold interests in other Subsidiaries and assets it deems necessary to carry out its responsibilities contemplated under the Amended and Restated Agreement of Limited Partnership of the Operating Partnership and the Second Amended and Restated Declaration of Trust of the Trust. (b) The Issuer Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware, and is duly qualified as a foreign limited partnership entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer Operating Partnership has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transacttransacts, to execute and deliver this Agreement Agreement, the Other Agreements and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Company has the corporate power and authority (1) to own or hold under lease the properties it purports to own or hold under lease, lease and to transact the business it transacts and proposes to transact, transact and (2) to execute and deliver this Agreement and the Notes and to perform the provisions hereofhereof and thereof, except, in each case referred to in clause (1) above, where the failure to have such power and authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Issuer Each Subsidiary Guarantor is a corporation or limited partnership liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified corporation or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the corporate or limited liability company or limited partnership power and authority, as the case may be, authority (1) to own or hold under lease the properties it purports to own or hold under lease, lease and to transact the business it transacts and proposes to transact, transact and (2) to execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof, except, in each case referred to in clause (1) above, where the failure to have such power and authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Organization; Power and Authority. (a) The Parent OCM is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationCalifornia, and is duly qualified as a foreign corporation limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent OCM has the corporate limited liability company power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement Amendment and to perform the provisions hereof. (b) The Issuer is Following the Restructuring, each of Oaktree Capital I, Oaktree Capital II, Oaktree Media, and, should it exist, OpCo 4 (each as hereinafter defined) will be a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware, and is will be duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is will be required by law, other than those jurisdictions as to which the failure to be so qualified or and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has Following the limited partnership Restructuring, each of Oaktree Capital I, Oaktree Capital II, Oaktree Media and, should it exist, OpCo 4 will have the power and authority to own or hold under lease the properties it purports will purport to own or hold under lease, to transact the business it transacts will transact and proposes propose to transact, and to execute the Assumption and deliver this Agreement and the Notes and to perform the provisions hereof and thereofGuaranty (as hereinafter defined). (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

Organization; Power and Authority. (a) The Parent TRCLP is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws of the State of Delaware. TRCLP is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions in which the ownership, use, or leasing of its assets and properties, or the conduct or nature of its business makes such qualification, licensing or admission necessary, except for failure to be so qualified, licensed or admitted and in good standing that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on TRCLP. True, correct and complete copies of the organizational documents of TRCLP have been made available to the Operating Partnership and the Operating Partnership acknowledges receipt of the same. The TRCLP Partnership Agreement has not been modified, amended or supplemented and the same is in full force and effect. (b) Each of TRCLP's Subsidiaries is a corporation, limited partnership or limited liability company (as applicable), duly formed, validly existing and in good standing under the laws of its jurisdiction state of incorporation, and formation. Each of TRCLP's Subsidiaries is duly qualified as a foreign corporation qualified, licensed or admitted to do business and is in good standing in each jurisdiction those jurisdictions in which the ownership, use, or leasing of its assets and properties, or the conduct or nature of its business makes such qualification is required by lawqualification, other than those jurisdictions as to which the licensing or admission necessary, except for failure to be so qualified qualified, licensed or admitted and in good standing could not, that individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse EffectEffect on such Subsidiaries. The Parent has True, correct and complete copies of the corporate power organizational documents of each of TRCLP's Subsidiaries have been made available to the Operating Partnership and authority to own the Operating Partnership acknowledges receipt of the same. Such organizational documents have not been modified, amended or hold under lease supplemented and the properties it purports to own or hold under lease, to transact the business it transacts same are in full force and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereofeffect. (bc) The Issuer Such Contributor is a corporation, limited liability company or limited partnership (as applicable), duly organizedformed, validly existing and in good standing under the laws of its jurisdiction state of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership formation with full power and authority to own or hold under lease the properties it purports to own or hold under leaseexecute, to transact the business it transacts deliver and proposes to transact, to execute and deliver perform this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure Contributors Closing Documents to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofexecuted by such Contributor.

Organization; Power and Authority. (a) The Parent It is a corporation limited --------------------------------- liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement, the Stockholders Agreement and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder and thereunder to which it is or will be a party. (c) It is duly qualified as a foreign corporation and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. The Parent has Effect on it or materially adversely affect the corporate power and authority to own Transactions or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and its ability to perform the provisions hereof. (b) The Issuer is a limited partnership duly organized, validly existing and in good standing its obligations under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereofStockholders Agreement. (cd) Each Initial Subsidiary Guarantor is a limited liability company The execution and delivery of this Agreement and the Stockholders Agreement by it and the consummation of the Transactions by it have been duly and validly authorized by its Board of Directors (or limited partnershipequivalent body) and no other proceedings on its part which have not been taken (including, as the case may bewithout limitation, duly organized, validly existing and in good standing under the laws approval of its jurisdiction stockholders, partners or members) are necessary to authorize this Agreement and the Stockholders Agreement or to consummate the Transactions. (e) This Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of organizationcreditors' rights generally and may be subject to general principles of equity. The Stockholders Agreement shall be duly executed and delivered by it at the Closing and, upon such execution and delivery, shall constitute its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (f) As of the Closing Date, after giving effect to the Transactions, it is duly qualified as a foreign limited liability company not in breach of any obligation under this Agreement or limited partnership, as the case may be, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Initial Subsidiary Guarantor has the limited liability company or limited partnership power and authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofStockholders Agreement.

Organization; Power and Authority. (a) The Parent Each of the Company and each of its --------------------------------- Subsidiaries that is a corporation is duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, its incorporation and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent has the requisite corporate power and authority to own or hold under own, lease the and operate its properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform carry on its business as now being conducted and as proposed to be conducted. Each of the provisions hereof. (b) The Issuer Company's Subsidiaries that is a limited liability company or a limited partnership is a limited liability company or a limited partnership, as the case may be, duly organizedformed, validly existing and in good standing under the laws of its the jurisdiction of organization, formation and is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. (c) Each Initial Subsidiary Guarantor is a requisite limited liability company or a limited partnership, as the case may be, duly organizedpower and authority to own, validly existing lease and in good standing under operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (a) It has the laws requisite power, authority and/or legal capacity to execute, deliver and perform this Agreement and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder to which it is or will be a party. (b) Each of the Company and each of its jurisdiction of organization, and Subsidiaries is duly qualified as a foreign limited liability company or limited partnership, as the case may be, and is in good standing to do business in each jurisdiction in which where the character of its properties owned or held under lease or the nature of its activities makes such qualification is required by law, necessary other than those jurisdictions as to any such jurisdiction in which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect. Each Initial Subsidiary Guarantor Effect on it or materially adversely affect the Transactions. (c) The execution and delivery of this Agreement and the consummation of the Transactions by it have been duly and validly authorized by its board of directors and no other proceedings which have not been taken are necessary to authorize this Agreement or to consummate the Transactions. (d) This Agreement has been duly executed and delivered by it and constitutes the valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited liability company by bankruptcy, insolvency, moratorium or limited partnership power other similar Laws affecting or relating to enforcement of creditors' rights generally and authoritymay be subject to general principles of equity. (e) As of the Closings, as after giving effect to the case may beTransactions, to own or hold it is not in breach of any obligation under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereofthis Agreement.