ALL STATES OR OTHER JURISDICTIONS (DOMESTIC
OR FOREIGN) WHERE THE NATURE AND EXTENT OF THE BUSINESS TRANSACTED BY IT OR THE
OWNERSHIP OF ASSETS MAKES SUCH QUALIFICATION NECESSARY, EXCEPT FOR THOSE
JURISDICTIONS IN WHICH THE FAILURE TO SO QUALIFY WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT AND EXCEPT TO THE EXTENT REQUIRED IN CONNECTION WITH A
TRANSACTION PERMITTED UNDER SECTION 9.7 HEREOF.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER (A) ARE ALL WITHIN EACH
BORROWER'S CORPORATE POWERS, (B) HAVE BEEN DULY AUTHORIZED, (C) ARE NOT IN
CONTRAVENTION OF LAW OR THE TERMS OF ANY BORROWER'S CERTIFICATE OF
INCORPORATION, BY-LAWS, OR OTHER ORGANIZATIONAL DOCUMENTATION, OR ANY INDENTURE,
AGREEMENT OR UNDERTAKING TO WHICH ANY BORROWER IS A PARTY OR BY WHICH ANY
BORROWER OR ITS PROPERTY ARE BOUND, AND (D) WILL NOT RESULT IN THE CREATION OR
IMPOSITION OF, OR REQUIRE OR GIVE RISE TO ANY OBLIGATION TO GRANT, ANY LIEN,
SECURITY INTEREST, CHARGE OR OTHER ENCUMBRANCE UPON ANY PROPERTY OF ANY BORROWER
EXCEPT IN FAVOR OF AGENT PURSUANT TO THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS.
THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS TO WHICH ANY
BORROWER IS A PARTY CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF EACH
BORROWER ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY
AND BY GENERAL PRINCIPLES OF EQUITY.
8.2
NAME; STATE OF ORGANIZATION; CHIEF EXECUTIVE OFFICE; COLLATERAL
LOCATIONS.
(A)
THE EXACT LEGAL NAME OF EACH BORROWER ON THE DATE HEREOF
IS AS SET FORTH ON THE SIGNATURE PAGE OF THIS AGREEMENT AND IN THE INFORMATION
CERTIFICATE.
HAYNES PARENT HAS NOT, DURING THE FIVE YEARS PRIOR TO THE DATE OF
THIS AGREEMENT, BEEN KNOWN BY OR USED ANY OTHER CORPORATE OR FICTITIOUS NAME OR
BEEN A PARTY TO ANY MERGER OR CONSOLIDATION, EXCEPT AS SET FORTH IN THE
INFORMATION CERTIFICATE.
(B)
EACH BORROWER IS ON THE DATE HEREOF AN ORGANIZATION OF THE
TYPE AND ORGANIZED IN THE JURISDICTION SET FORTH IN THE INFORMATION
CERTIFICATE.
AS OF THE DATE HEREOF, THE INFORMATION CERTIFICATE ACCURATELY SETS
FORTH THE ORGANIZATIONAL IDENTIFICATION NUMBER OF EACH BORROWER OR ACCURATELY
STATES THAT EACH BORROWER HAS NONE AND ACCURATELY SETS FORTH THE FEDERAL
EMPLOYER IDENTIFICATION NUMBER OF EACH BORROWER.
(C)
THE CHIEF EXECUTIVE OFFICE AND MAILING ADDRESS OF EACH
BORROWER AND EACH BORROWER'S RECORDS CONCERNING ACCOUNTS ARE LOCATED ONLY AT THE
ADDRESSES IDENTIFIED AS SUCH IN SCHEDULE 8.2 TO THE INFORMATION CERTIFICATE AND
ITS ONLY OTHER PLACES OF BUSINESS AND THE ONLY OTHER LOCATIONS OF COLLATERAL, IF
ANY, ARE THE ADDRESSES SET FORTH IN SCHEDULE 8.2 TO THE INFORMATION CERTIFICATE,
SUBJECT TO THE RIGHTS OF ANY BORROWER TO ESTABLISH NEW LOCATIONS IN ACCORDANCE
WITH SECTION 9.2 BELOW.
AS OF THE DATE HEREOF, THE INFORMATION CERTIFICATE
CORRECTLY IDENTIFIES ANY OF
72
SUCH LOCATIONS WHICH ARE NOT OWNED BY A BORROWER AND SETS FORTH THE OWNERS
AND/OR OPERATORS THEREOF.
8.3
FINANCIAL STATEMENTS; NO