Flender/Flender Gear Units/Bevel-helical gear box B2
ment are within its powers, have been duly authorized by ll necessary action and do not violate any of the

terms and conditions in its governin documents, any contracts to which it is party or any law, rule, regulation, order

or th like applicable to it; Section 2.1.4 This Agreement, and each other document executed and delivered in accordance with

this Agreement, onstitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any

Equitable Defenses; Section 2.1.5 It is not Bankrupt and there ar no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Section 2.1.6 There is not pending or, to its know ledge, threatened against it or any of its Affiliates any legal proceedings that ould materially adversely affect its ability to perform its obligations under this Agreement; Section 2.1.7 No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as result of its entering into or performing its obligations under this Agreement; 3 LA\1.2 Section 2.1.8 It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not rely ing upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, cond itions and risks of this Agreement; Section 2.1.9 It is forward contract merc hant within the meaning of the United States Bankruptcy Code; and Section 2.1.1 It has entered into this Agreem ent in connection with the conduct of its business and it has the cap acity or ability to make or take delivery of the Product. Section 2.2 Title and Risk of Loss . Title to and risk of loss for Contract Energy