CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP AUTHORIZATION AND
AUTHORITY; CAPITAL STOCK, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS.
SET
FORTH ON SCHEDULE 4.01(B) HERETO IS A COMPLETE AND ACCURATE LIST OF ALL
SUBSIDIARIES OF EACH LOAN PARTY AS OF THE DATE OF SUCH SCHEDULE, SHOWING AS OF
THE DATE HEREOF (AS TO EACH SUCH SUBSIDIARY) THE JURISDICTION OF ITS
INCORPORATION OR FORMATION, THE NUMBER OF LIMITED LIABILITY COMPANY MEMBERSHIP
INTERESTS OR PARTNERSHIP INTERESTS OR SHARES OF EACH CLASS OF CAPITAL STOCK
AUTHORIZED, AND THE NUMBER OUTSTANDING, ON THE DATE HEREOF AND THE PERCENTAGE OF
THE OUTSTANDING LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS, PARTNERSHIP
INTERESTS AND SHARES OF EACH SUCH CLASS OWNED (DIRECTLY OR INDIRECTLY) BY SUCH
LOAN PARTY AND THE NUMBER OF LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS,
PARTNERSHIP INTERESTS OR SHARES COVERED BY ALL OUTSTANDING OPTIONS, WARRANTS,
RIGHTS OF CONVERSION OR PURCHASE AND SIMILAR RIGHTS AT THE DATE HEREOF.
ALL OF
THE OUTSTANDING CAPITAL STOCK, LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
AND PARTNERSHIP INTERESTS OF ALL OF SUCH SUBSIDIARIES HAVE BEEN VALIDLY ISSUED,
ARE FULLY PAID AND NON-ASSESSABLE AND ARE OWNED BY SUCH LOAN PARTY OR ONE OR
MORE OF ITS SUBSIDIARIES FREE AND CLEAR OF ALL LIENS, EXCEPT THOSE CREATED UNDER
THE LOAN DOCUMENTS.
EACH SUCH SUBSIDIARY (I) IS A CORPORATION, LIMITED
LIABILITY COMPANY OR PARTNERSHIP (AS APPLICABLE) DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR FORMATION, (II) IS DULY QUALIFIED AND IN GOOD STANDING AS A
FOREIGN CORPORATION OR OTHER ENTITY IN EACH OTHER JURISDICTION IN WHICH IT OWNS
OR LEASES PROPERTY OR IN WHICH THE CONDUCT OF ITS BUSINESS REQUIRES IT TO SO
QUALIFY OR BE LICENSED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING HAS NOT HAD OR WOULD NOT REASONABLY BE LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT AND (III) HAS ALL REQUISITE CORPORATE, LIMITED LIABILITY COMPANY
OR PARTNERSHIP (AS APPLICABLE)
POWER AND AUTHORITY (INCLUDING, WITHOUT
LIMITATION, ALL GOVERNMENTAL LICENSES, PERMITS AND OTHER APPROVALS) TO OWN OR
LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED
AND AS PROPOSED TO BE CONDUCTED.
(C)
DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF EACH LOAN DOCUMENT AND EACH RELATED
DOCUMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, LIMITED LIABILITY
COMPANY OR PARTNERSHIP (AS APPLICABLE) ACTION ON THE PART OF EACH LOAN PARTY
THAT IS A PARTY THERETO, AND DO NOT (I) CONTRAVENE SUCH LOAN PARTY'S CHARTER OR
BYLAWS, PARTNERSHIP AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT, AS THE
CASE MAY BE, OR ANY OF ITS OTHER CONSTITUTIVE DOCUMENTS, (II) VIOLATE ANY
APPLICABLE PROVISION OF ANY MATERIAL LAW (INCLUDING, WITHOUT LIMITATION, THE
SECURITIES EXCHANGE ACT OF 1934 AND THE RACKETEER INFLUENCED AND CORRUPT
ORGANIZATIONS CHAPTER OF THE ORGANIZED CRIME CONTROL ACT OF 1970), RULE,
REGULATION (INCLUDING, WITHOUT LIMITATION, REGULATION X OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM), ORDER, WRIT, JUDGMENT, INJUNCTION,
DECREE, DETERMINATION OR AWARD APPLICABLE TO SUCH BORROWER OR TO ITS
SUBSIDIARIES, (III) RESULT IN