CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
(B)
THE COMPANY IS DULY QUALIFIED OR LICENSED TO DO BUSINESS AND IN
GOOD STANDING IN EACH JURISDICTION IN WHICH THE NATURE OF ITS BUSINESS OR THE
OWNERSHIP OR LEASING OF ITS PROPERTIES MAKES SUCH QUALIFICATION OR LICENSING
NECESSARY, AND ALL SUCH JURISDICTIONS ARE SET FORTH ON COMPANY SCHEDULE 4.1(B).
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(C)
THE COMPANY DOES NOT HAVE ANY PROCEEDING PENDING, OR TO THE
KNOWLEDGE OF PFC AND THE COMPANY, THREATENED, AGAINST IT TO DISSOLVE OR
LIQUIDATE THE COMPANY OR ANY OF THE SUBSIDIARIES.
(D)
EXCEPT AS SET FORTH ON COMPANY SCHEDULE 4.1(D), SINCE ITS
INCEPTION, THE COMPANY HAS NOT ENGAGED IN ANY ACTIVITY, OTHER THAN ACTIONS IN
CONNECTION WITH (1) ITS ORGANIZATION, (2) THE PURCHASE AND OWNERSHIP OF ALL OF
THE OUTSTANDING EQUITY INTERESTS OF THE SUBSIDIARIES, (3) THE PREPARATION,
NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND
(4) OTHER ACTIONS SOLELY IN CONNECTION WITH THE BUSINESS OF THE OPERATING
COMPANIES.
4.2
GOVERNING DOCUMENTS.
(A)
PFC AND THE COMPANY HAVE MADE AVAILABLE TO BUYER ACCURATE AND
COMPLETE COPIES OF:
(1)
THE GOVERNING DOCUMENTS AS IN EFFECT AS OF THE DATE HEREOF FOR
EACH OF COMPANY, HOLDCO, GP AND THE SUBSIDIARIES (EXCEPT AS TO THE NEW
SUBSIDIARY FORMED PURSUANT TO SECTION 6.3, WITH RESPECT TO WHICH THIS
REPRESENTATION AND WARRANTY WILL SPEAK AS OF THE DATE OF FORMATION); AND
(2)
MINUTES OF ALL MEETINGS OF THE GP (AS GENERAL PARTNER OF THE
COMPANY) AND THE GOVERNING BODY OR GENERAL PARTNER, AS APPLICABLE, OF THE
SUBSIDIARIES, ALONG WITH ALL WRITTEN CONSENTS AND RESOLUTIONS OF THE GP AND THE
GOVERNING BODY OR GENERAL PARTNER OF HOLDCO AND THE SUBSIDIARIES, ANY COMMITTEES
OF SUCH GOVERNING BODIES AND THE MEMBERS, OR OTHER EQUITY HOLDERS OF THE GP, THE
COMPANY AND THE SUBSIDIARIES IN THE POSSESSION OF PFC, THE GP, THE COMPANY,
HOLDCO, AND ANY SUBSIDIARY (WHICH, AS TO THE PERIOD OF TIME FROM AND AFTER
APRIL 25, 2002, REPRESENT ALL OF SUCH MINUTES, CONSENTS AND RESOLUTIONS).
(B)
SUCH GOVERNING DOCUMENTS, MINUTES, CONSENTS AND RESOLUTIONS
ACCURATELY REFLECT THE CURRENT EQUITY INTERESTS IN THE COMPANY AND THE
SUBSIDIARIES.
4.3
CAPITAL STRUCTURE.
(A)
THE INTERESTS ARE NOT SUBJECT TO, AND HAVE NOT BEEN ISSUED IN
VIOLATION OF, PREEMPTIVE RIGHTS, PREFERENTIAL RIGHTS OF SUBSCRIPTION OR PURCHASE
OR SIMILAR RIGHTS.
(B)
EXCEPT FOR THE INTERESTS AND THE RIGHTS CREATED BY THIS AGREEMENT,
THERE ARE (AND AS OF THE CLOSING DATE THERE WILL BE) OUTSTANDING OR IN
EXISTENCE:
(1)
NO PARTNERSHIP INTERESTS OR OTHER EQUITY INTERESTS OR DEBT
SECURITIES OF THE COMPANY; AND
(2)
NO EQUITY EQUIVALENTS, INTERESTS IN THE OWNERSHIP OR EARNINGS, OR
OTHER SIMILAR RIGHTS OF OR WITH RESPECT TO THE COMPANY.
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(C)
NO EQUITY INTERESTS OF THE COMPANY ARE RESERVED FOR ISSUANCE OR
FOR ANY OTHER PURPOSE.
(D)
THERE ARE NO ISSUED OR OUTSTANDING BONDS, DEBENTURES, NOTES OR
OTHER INDEBTEDNESS HAVING THE RIGHT TO VOTE ON ANY MATTERS PERTAINING TO THE
COMPANY.
(E)