Common use of Representations of the Members Clause in Contracts

Representations of the Members. Each of the Initial Preferred Member and the Managing Member represents and warrants solely as to itself to each of the other Members and the Company as follows: (i) this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity; (ii) such Member has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the state of its formation, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby; (iii) such Member has all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by such Member is necessary to authorize the execution or delivery of this Agreement; (iv) this Agreement has been duly and validly executed and delivered by such Member and the execution, delivery and performance hereof by such Member does not and will not (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such Member’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such Member is a party or by which such Member or any of its assets is bound; (v) the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such Member; (vi) such Member has the financial capacity to perform its obligations under this Agreement; (vii) except as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by such Member to any individual or organization in connection herewith; (viii) there is no action, suit or proceeding pending or, to its knowledge, threatened against such Member that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such Member to perform its obligations hereunder; (ix) such Member is not the subject of any Bankruptcy; (x) to such Member’s knowledge, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would have a material adverse effect on the Partnership; (xi) to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of such Member or the Partnership; (xii) such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 hereto; and (xiii) such Member (which for the purposes of this Section 11.1(m) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Member, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, hxxx://xxx.xxxxx.xxxx/xxxx/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

Representations of the Members. Each of the Initial Preferred Member and the Managing Member Members represents and warrants solely as to itself the Company and to each of the other Members and the Company Member as follows: (ia) this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity; (ii) such Member has been duly formed and It is validly existing as a corporation, limited partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization, with all and has the requisite power and authority to enter into this Agreementown, lease and operate its properties and to carry out the provisions on its business as now being conducted and conditions hereof and as proposed to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;be conducted. (iiib) such Member It has all the requisite power and authority to enter into execute, deliver and perform this AgreementAgreement and the Related Agreements to which it is a party and each other instrument, document, certificate and agreement required or contemplated to carry out the provisions be executed, delivered and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action performed by such Member is necessary to authorize the execution or delivery of this Agreement;it hereunder. (ivc) this This Agreement has and the Related Agreements to which it is a party have each been duly and validly executed and delivered by it and constitute its valid and binding obligations, enforceable against it in accordance with their respective terms, except as such Member enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and the by general principles of equity. (d) Neither its execution, delivery and performance hereof by such Member does not and will not of this Agreement, nor its consummation of the transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default underconflict with, or result in the creation of any lien upon such Member’s assets undera breach or violation of, any indentureprovision of its constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the FCC Rules or (B) any material note, bond, mortgage, loan agreementindenture, lease lease, agreement or other agreement instrument, in each case which is applicable to or instrument to which such Member is a party or by which such Member binding upon it or any of its assets is bound;or (iii) require any consent which has not already been obtained except as may be required under the FCC Rules. (ve) the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such Member; (vi) such Member has the financial capacity to perform its obligations under this Agreement; (vii) except Other than as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by disclosed to the Company and such Member to other Members it has no knowledge of any individual or organization in connection herewith; no (viiii) there is no action, suit claim, proceeding, investigation or proceeding controversy pending or, to its knowledge, threatened against such Member that questions the validity it or enforceability any of this Agreement orits properties or assets or (ii) judgment, if determined adversely to order, award or consent decree outstanding against or affecting it, would materially adversely affect the ability of such Member to perform its obligations hereunder; (ix) such Member is not the subject of any Bankruptcy; (x) to such Member’s knowledge, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would in either event that could have a material adverse effect on its ability to consummate the Partnership;transactions contemplated under this Agreement or to fulfill its obligations hereunder. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (xif) to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which It shall have on each date it is required to make a party or by which capital contribution under this Agreement cash available to it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of an amount sufficient to fully fund such Member or the Partnership; (xii) such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 hereto; and (xiii) such Member (which for the purposes of this Section 11.1(m) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Member, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, hxxx://xxx.xxxxx.xxxx/xxxx/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating theretocontribution.

Representations of the Members. Each of the Initial Preferred Member and the Managing Member Members represents and warrants solely as to itself the Company and to each of the other Members and the Company Member as follows: (ia) this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity; (ii) such Member has been duly formed and It is validly existing as a corporation, limited partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization, with all and has the requisite power and authority to enter into this Agreementown, lease and operate its properties and to carry out the provisions on its business as now being conducted and conditions hereof and as proposed to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;be conducted. (iiib) such Member It has all the requisite power and authority to enter into execute, deliver and perform this AgreementAgreement and the Related Agreements to which it is a party and each other instrument, document, certificate and agreement required or contemplated to carry out the provisions be executed, delivered and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action performed by such Member is necessary to authorize the execution or delivery of this Agreement;it hereunder. (ivc) this This Agreement has and the Related Agreements to which it is a party have each been duly and validly executed and delivered by it and constitute its valid and binding obligations, enforceable against it in accordance with their respective terms, except as such Member enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and the by general principles of equity. (d) Neither its execution, delivery and performance hereof by such Member does not and will not of this Agreement, nor its consummation of the transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default underconflict with, or result in the creation of any lien upon such Member’s assets undera breach or violation of, any indentureprovision of its constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the FCC Rules or (B) any material note, bond, mortgage, loan agreementindenture, lease lease, agreement or other agreement instrument, in each case which is applicable to or instrument to which such Member is a party or by which such Member binding upon it or any of its assets is bound;or (iii) require any consent which has not already been obtained except as may be required under the FCC Rules. (ve) the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such Member; (vi) such Member has the financial capacity to perform its obligations under this Agreement; (vii) except Other than as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by disclosed to the Company and such Member to other Members it has no knowledge of any individual or organization in connection herewith; (viiii) there is no action, suit claim, proceeding, investigation or proceeding controversy pending or, to its knowledge, threatened against such Member that questions the validity it or enforceability any of this Agreement orits properties or assets or (ii) judgment, if determined adversely to order, award or consent decree outstanding against or affecting it, would materially adversely affect the ability of such Member to perform its obligations hereunder; (ix) such Member is not the subject of any Bankruptcy; (x) to such Member’s knowledge, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would in either event that could have a material adverse effect on its ability to consummate the Partnership;transactions contemplated under this Agreement or to fulfill its obligations hereunder. (xif) to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which It shall have on each date it is required to make a party or by which capital contribution under this Agreement cash available to it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of an amount sufficient to fully fund such Member or the Partnership; (xii) such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 hereto; and (xiii) such Member (which for the purposes of this Section 11.1(m) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Member, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, hxxx://xxx.xxxxx.xxxx/xxxx/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating theretocontribution.

Representations of the Members. Each of the Initial Preferred Member and the Managing Member Members represents and warrants solely as to itself to each of the other Members and the Company as follows: (ia) this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity; (ii) such Member has been duly formed and It is validly existing as a corporation, limited partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization, with all and has the requisite power and authority to enter into this Agreementown, lease and operate its properties and to carry out the provisions on its business as now being conducted and conditions hereof and as proposed to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;be conducted. (iiib) such Member It has all the requisite power and authority to enter into execute, deliver and perform this AgreementAgreement and the Related Agreements to which it is a party and each other instrument, document, certificate and agreement required or contemplated to carry out be executed, delivered and performed by it hereunder. (c) It is duly qualified to do business in each jurisdiction where the provisions character of its properties owned or held under lease or the nature of its activities makes such qualification necessary. (d) Its execution and conditions hereof delivery of this Agreement and the Related Agreements to perform all acts necessary or appropriate to consummate all which it is a party and its consummation of the transactions contemplated hereby hereunder and no further action by such Member is necessary to authorize the execution or delivery of this Agreement; (iv) this Agreement has thereunder 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 are necessary to authorize this Agreement or such Related Agreements or to consummate such transactions. (e) This Agreement and the Related Agreements to which it is a party have each been duly executed and delivered by it and constitute its valid and binding obligations, enforceable against it in accordance with their respective terms, except as such Member and the enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. (f) Neither its execution, delivery and performance hereof by such Member does not and will not (i) require the approval of any other Personthis Agreement, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such Member’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such Member is a party or by which such Member or any of nor its assets is bound; (v) the consummation of the transactions contemplated herein hereunder or under the Related Agreements to which it is a party, will not (i) conflict with, or result in a breach or violation of, any provision of its constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of the organizational documents termination, modification, cancellation, prepayment or acceleration, under (A) any law or license or (B) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of such Member;its assets; or (iii) require any consent which has not already been obtained. (vig) such Member has the financial capacity to perform its obligations under this Agreement; (vii) except as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by such Member to any individual or organization in connection herewith; (viii) there There is no (i) action, suit claim, proceeding, investigation or proceeding controversy pending or, to its knowledge, threatened against such Member that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such Member to perform its obligations hereunder; (ix) such Member is not the subject of any Bankruptcy; (x) to such Member’s knowledge, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would have a material adverse effect on the Partnership; (xi) to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets properties or assets, or (ii) judgment, order, award or consent decree outstanding against or affecting it, in either event that could have an adverse effect on its ability to consummate the transactions contemplated under this Agreement or to fulfill its obligations hereunder. (h) It has, and will have on each date it is boundrequired to make a capital contribution under this Agreement, which default would individually or cash available to it in an amount sufficient to fully fund such capital contribution. (i) Neither it nor any of its attributable interest holders are "former defaulters" as defined in the aggregate with other defaults materially adversely affect the business or financial condition of such Member or the Partnership; (xii) such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 hereto; and (xiii) such Member (which for the purposes of this Section 11.1(m) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Member, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, hxxx://xxx.xxxxx.xxxx/xxxx/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating theretoPublic Notice.

Representations of the Members. Each of the Initial Preferred Member and the Managing Member hereby represents and warrants solely as to itself to each that: 10.1 It is a sophisticated investor and experienced in business affairs; 10.2 It is acquiring its Interest in the Company for its own account for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended or other Members applicable securities laws or rules in a transaction totally within the State of New Mexico; 10.3 It understands that, in addition to the restrictions contained in this Operating Agreement, its Interest may only be disposed of pursuant to an effective registration statement filed under the Securities Act of 1933 and applicable state securities acts or pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities acts; that the Company as follows: (i) this Agreement constitutes has neither filed such registration statement nor agreed to do so nor contemplates doing so in the valid and binding agreement future; that in the absence of such Membera registration statement or such an exemption, enforceable against such Member it may be required to hold its Interest indefinitely and may be unable to liquidate it in accordance with its terms, subject as to enforcement case of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equityemergency; (ii) such Member has been duly formed and 10.4 It is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the state of its formation, able financially to comply with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby; (iii) such Member has all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by such Member is necessary to authorize the execution or delivery of this Agreement; (iv) this Agreement has been duly and validly executed and delivered by such Member and the execution, delivery and performance hereof by such Member does not and will not (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such Member’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such Member is a party or by which such Member or any of its assets is bound; (v) the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such Member; (vi) such Member has the financial capacity to perform its obligations under this Agreement; (vii) except as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by such Member to any individual or organization in connection herewith; (viii) there is no action, suit or proceeding pending or, to its knowledge, threatened against such Member that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such Member to perform its obligations hereunder; 10.5 It understands that the Internal Revenue Service may disallow some or all of the deductions to be claimed by the Company or by it, that the Company has no financial and operating history, that the Interests are speculative investments which involve a high degree of risk of loss, and that no governmental agency has made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Interests; 10.6 It is aware that a Member and its Affiliates, including affiliated persons or organizations, now and in the future may be engaged in businesses which are competitive with that of the Company (ix) except as may be provided in any future agreements), and it agrees and consents to such activities, even though there are conflicts of interest inherent therein; 10.7 It has adequate means of providing for its current needs and possible personal contingencies, and has no need for liquidity of this investment; 10.8 All documents, records and books pertaining to this investment have been made available to its attorney and/or its accountant and itself, and the Member is not relying on any representation or advice of the subject of any Bankruptcy; (x) to such MemberCompany, the Company’s knowledgecounsel or advisors, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would have a material adverse effect on the Partnership; (xi) to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of such Member or the Partnership; (xii) such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 heretoexcept those expressly made herein; and 10.9 Any intellectual property it licenses to the Company (xiiior to the other Member) such Member (which for the purposes pursuant to this Operating Agreement shall be free and clear of this Section 11.1(m) includes its partnersthird party claims and will not, membersin any way, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Memberinfringe upon or violate any trademark, and copyright, patent rights, common law rights, or any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office rights of Foreign Assets Control at its official website, hxxx://xxx.xxxxx.xxxx/xxxx/t11sdn.pdf or at any replacement website or other replacement official publication kind of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating theretothird party.

Representations of the Members. Each of the Initial Preferred Member and the Managing Member Members represents and warrants solely as to itself to each of the other Members and the Company as follows: (ia) this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity; (ii) such Member has been duly formed and It is validly existing as a corporation, limited partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization, with all and has the requisite power and authority to enter into this Agreementown, lease and operate its properties and to carry out the provisions on its business as now being conducted and conditions hereof and as proposed to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;be conducted. (iiib) such Member It has all the requisite power and authority to enter into execute, deliver and perform this AgreementAgreement and the Related Agreements to which it is a party and each other instrument, document, certificate and agreement required or contemplated to carry out be executed, delivered and performed by it hereunder. (c) It is duly qualified to do business in each jurisdiction where the provisions character of its properties owned or held under lease or the nature of its activities makes such qualification necessary. (d) Its execution and conditions hereof delivery of this Agreement and the Related Agreements to perform all acts necessary or appropriate to consummate all which it is a party and its consummation of the transactions contemplated hereby hereunder and no further action by such Member is necessary to authorize the execution or delivery of this Agreement; (iv) this Agreement has thereunder 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 are necessary to authorize this Agreement or such Related Agreements or to consummate such transactions. (e) This Agreement and the Related Agreements to which it is a party have each been duly executed and delivered by it and constitute its valid and binding obligations, enforceable against it in accordance with their respective terms, except as such Member and the enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. (f) Neither its execution, delivery and performance hereof by such Member does not and will not (i) require the approval of any other Personthis Agreement, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such Member’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such Member is a party or by which such Member or any of nor its assets is bound; (v) the consummation of the transactions contemplated herein hereunder or under the Related Agreements to which it is a party, will not (i) conflict with, or result in a breach or violation of, any provision of its constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of the organizational documents termination, modification, cancellation, prepayment or acceleration, under (A) any law or license or (B) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of such Member;its assets; or (iii) require any consent which has not already been obtained. (vig) such Member has the financial capacity to perform its obligations under this Agreement; (vii) except as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by such Member to any individual or organization in connection herewith; (viii) there There is no (i) action, suit claim, proceeding, investigation or proceeding controversy pending or, to its knowledge, threatened against such Member that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such Member to perform its obligations hereunder; (ix) such Member is not the subject of any Bankruptcy; (x) to such Member’s knowledge, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would have a material adverse effect on the Partnership; (xi) to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets is bound, which default would individually properties or in the aggregate with other defaults materially adversely affect the business or financial condition of such Member or the Partnership; (xii) such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 hereto; and (xiii) such Member (which for the purposes of this Section 11.1(m) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Member, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, hxxx://xxx.xxxxx.xxxx/xxxx/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commitassets, or Support Terrorism)(ii) judgment, or other governmental action relating thereto.order,