Termination Date with respect to all Credit
Parties:
22
3.1.
ORGANIZATION, POWERS, CAPITALIZATION AND GOOD
STANDING.
(A)
ORGANIZATION AND POWERS. EACH OF THE CREDIT
PARTIES AND EACH OF THEIR SUBSIDIARIES IS DULY ORGANIZED, VALIDLY EXISTING AND
(IN RELATION TO DOMESTIC SUBSIDIARIES) IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION AND QUALIFIED TO DO BUSINESS IN ALL STATES WHERE
SUCH QUALIFICATION IS REQUIRED EXCEPT WHERE FAILURE TO BE SO QUALIFIED WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. AS OF THE CLOSING
DATE, THE JURISDICTION OF ORGANIZATION AND ALL JURISDICTIONS IN WHICH EACH
CREDIT PARTY IS QUALIFIED TO DO BUSINESS ARE SET FORTH ON SCHEDULE 3.1(A).
SUBJECT TO THE ENTRY OF THE INTERIM ORDER (OR THE FINAL ORDER, AS APPLICABLE),
EACH OF THE CREDIT PARTIES AND EACH OF THEIR MATERIAL SUBSIDIARIES HAS ALL
REQUISITE ORGANIZATIONAL POWER AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES,
TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND PROPOSED TO BE CONDUCTED, TO ENTER
INTO EACH RELATED TRANSACTIONS DOCUMENT TO WHICH IT IS A PARTY AND TO INCUR
AND/OR GUARANTEE THE OBLIGATIONS, GRANT LIENS AND SECURITY INTERESTS IN THE
COLLATERAL AND CARRY OUT THE RELATED TRANSACTIONS.
(B)
CAPITALIZATION. AS OF THE CLOSING DATE:
(I) THE AUTHORIZED STOCK OF EACH OF THE CREDIT PARTIES AND EACH OF THEIR
SUBSIDIARIES (OTHER THAN HOLDINGS) IS AS SET FORTH ON SCHEDULE 3.1(B); (II) ALL
ISSUED AND OUTSTANDING STOCK OF EACH OF THE CREDIT PARTIES AND EACH OF THEIR
SUBSIDIARIES IS DULY AUTHORIZED AND VALIDLY ISSUED, FULLY PAID, NONASSESSABLE,
FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED ENCUMBRANCES AND THOSE IN FAVOR
OF AGENT FOR THE BENEFIT OF AGENT AND LENDERS, AND SUCH STOCK WAS ISSUED IN
COMPLIANCE WITH ALL APPLICABLE STATE, FEDERAL AND FOREIGN LAWS CONCERNING THE
ISSUANCE OF SECURITIES; (III) THE IDENTITY OF THE HOLDERS OF THE STOCK OF EACH
OF THE CREDIT PARTIES (OTHER THAN HOLDINGS) AND THE PERCENTAGE OF THEIR
FULLY-DILUTED OWNERSHIP OF THE STOCK OF EACH OF THE CREDIT PARTIES IS SET FORTH
ON SCHEDULE 3.1(B); AND (IV) NO STOCK OF ANY CREDIT PARTY OR ANY OF THEIR
SUBSIDIARIES, OTHER THAN THOSE DESCRIBED ABOVE, ARE ISSUED AND OUTSTANDING.
EXCEPT AS PROVIDED IN SCHEDULE 3.1(B), AS OF THE CLOSING DATE, THERE ARE NO
PREEMPTIVE OR OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR
SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION FROM ANY
CREDIT PARTY (OTHER THAN HOLDINGS) OR ANY OF THEIR SUBSIDIARIES OF ANY STOCK OF
ANY SUCH ENTITY.
(C)
BINDING OBLIGATION. SUBJECT TO THE ENTRY OF
THE INTERIM ORDER (OR THE FINAL ORDER, AS APPLICABLE), THIS AGREEMENT IS, AND
THE OTHER RELATED TRANSACTIONS DOCUMENTS WHEN EXECUTED AND DELIVERED WILL BE,
THE LEGALLY VALID AND BINDING OBLIGATIONS OF THE APPLICABLE PARTIES THERETO,
EACH ENFORCEABLE AGAINST EACH OF SUCH PARTIES, AS APPLICABLE, IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY THE EFFECTS OF GENERAL
PRINCIPLES OF EQUITY.
3.2.
DISCLOSURE. NO REPRESENTATION OR WARRANTY OF
ANY CREDIT PARTY CONTAINED IN THIS AGREEMENT, THE FINANCIAL STATEMENTS