TO OWN OR LEASE AND OPERATE ITS
PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE
CONDUCTED, EXCEPT WHERE THE FAILURE TO HAVE SUCH POWER OR AUTHORITY,
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
ALL OF THE OUTSTANDING CAPITAL STOCK OF EACH LOAN
PARTY (OTHER THAN THE BORROWER) HAS BEEN VALIDLY ISSUED, IS FULLY PAID AND
NON-ASSESSABLE AND IS OWNED BY THE PERSONS LISTED ON SCHEDULE 4.01(A) HERETO IN
THE PERCENTAGES SPECIFIED ON SCHEDULE 4.01(A) HERETO FREE AND CLEAR OF ALL
LIENS, EXCEPT THOSE CREATED UNDER THE COLLATERAL DOCUMENTS OR OTHERWISE
PERMITTED UNDER SECTION 5.02(A) HEREOF.
(B)
SET FORTH ON SCHEDULE 4.01(A) HERETO IS A COMPLETE AND ACCURATE
LIST OF ALL SUBSIDIARIES OF THE BORROWER, SHOWING AS OF THE EFFECTIVE DATE (AS
TO EACH SUCH SUBSIDIARY) THE
62
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, AS THE CASE MAY BE, AND THE
PERCENTAGE OF THE EQUITY INTERESTS OWNED (DIRECTLY OR INDIRECTLY) BY THE
BORROWER OR ITS SUBSIDIARIES.
SET FORTH ON SCHEDULE 4.01(B) HERETO IS A
COMPLETE AND ACCURATE LIST OF ALL LOAN PARTIES, SHOWING AS OF THE DATE HEREOF
(AS TO EACH LOAN PARTY) THE JURISDICTION OF ITS INCORPORATION AND ITS U.S.
TAXPAYER IDENTIFICATION NUMBER.
THE COPY OF THE CHARTER OF EACH LOAN PARTY AND
EACH AMENDMENT THERETO PROVIDED PURSUANT TO SECTION 3.01(A)(III) IS A TRUE AND
CORRECT COPY OF EACH SUCH DOCUMENT AS OF THE EFFECTIVE DATE, EACH OF WHICH IS
VALID AND IN FULL FORCE AND EFFECT.
(C)
SUBJECT TO THE ENTRY OF THE INTERIM ORDER BY THE BANKRUPTCY COURT,
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF THIS AGREEMENT,
THE NOTES AND EACH OTHER LOAN DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY, AND
THE CONSUMMATION OF EACH ASPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, ARE
WITHIN SUCH LOAN PARTY'S CONSTITUTIVE POWERS, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CONSTITUTIVE ACTION, AND DO NOT (I) CONTRAVENE SUCH LOAN PARTY'S
CONSTITUTIVE DOCUMENTS, (II) VIOLATE ANY LAW (INCLUDING, WITHOUT LIMITATION, THE
SECURITIES EXCHANGE ACT OF 1934), 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 LOAN PARTY, (III) CONFLICT WITH OR RESULT IN THE BREACH OF,
OR CONSTITUTE A DEFAULT UNDER, ANY CONTRACT, LOAN AGREEMENT, INDENTURE,
MORTGAGE, DEED OF TRUST, LEASE OR OTHER INSTRUMENT BINDING ON OR AFFECTING ANY
LOAN PARTY, OR ANY OF THEIR PROPERTIES TO THE EXTENT THE SAME IS ENFORCEABLE
AFTER THE PETITION DATE OR (IV) EXCEPT FOR THE LIENS CREATED UNDER THE LOAN
DOCUMENTS, THE INTERIM ORDER AND THE FINAL ORDER, RESULT IN OR REQUIRE THE
CREATION OR IMPOSITION OF ANY LIEN UPON OR WITH RESPECT TO ANY OF THE PROPERTIES
OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(D)
EXCEPT FOR THE ENTRY OF THE DIP REFINANCING ORDERS, NO
AUTHORIZATION, APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY
GOVERNMENTAL