All Outstanding TCP Securities (1) have been, and as of the Closing Date will have been, duly authorized and validly issued, and (2) are, and as of the Closing Date will be, fully paid and non-assessable.
The Financing Trust generated the revenue to purchase the Convertible Subordinated Debentures through the issuance of 11.5 million shares of 7% Trust Convertible Preferred Securities (the "TCP Securities") to various institutional lenders.
Except as set forth on Buyer Schedule 5.1.5(a), there are no outstanding options, warrants, rights or other Securities convertible into, or exercisable for, TCP Securities.
The TCP Securities represent an undivided interest in the Financing Trust's assets, which are comprised solely of the Convertible Subordinated Debentures.
Buyer Schedule 5.1.5(a) sets forth a true and complete list of (i) all Outstanding TCP Securities as of the date hereof and (ii) to Buyer's Knowledge, the names of the beneficial holders of five percent (5%) or more of such Outstanding TCP Securities and the amount of Outstanding TCP Securities held by each such holder.