A U.S. SUBSIDIARY OR A NON-U.S. SUBSIDIARY), SHOWING (AS TO EACH
SUCH SUBSIDIARY) THE JURISDICTION OF ITS INCORPORATION, THE NUMBER OF SHARES OF
EACH CLASS OF ITS EQUITY INTERESTS AUTHORIZED, THE NUMBER OUTSTANDING, AND THE
PERCENTAGE OF THE OUTSTANDING SHARES OF EACH SUCH CLASS OF ITS EQUITY INTERESTS
OWNED (DIRECTLY OR INDIRECTLY) BY SUCH LOAN PARTY AND THE NUMBER OF SHARES
COVERED BY ALL OUTSTANDING OPTIONS, WARRANTS, RIGHTS OF CONVERSION OR PURCHASE
AND SIMILAR RIGHTS.
ALL OF THE OUTSTANDING EQUITY INTERESTS IN EACH LOAN
PARTY'S SUBSIDIARIES, TO THE EXTENT OWNED BY THE COMPANY AND ITS SUBSIDIARIES,
HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID (EXCEPT FOR DIRECTORS' QUALIFYING
SHARES) AND NON-ASSESSABLE AND ARE OWNED BY SUCH LOAN PARTY OR ONE OR MORE OF
ITS SUBSIDIARIES FREE AND CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS),
EXCEPT THOSE CREATED UNDER THE COLLATERAL DOCUMENTS.
EACH SUCH SUBSIDIARY
(I) IS A CORPORATION OR OTHER BUSINESS ENTITY DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS FORMATION,
(II) IS DULY QUALIFIED AND IN GOOD STANDING AS A FOREIGN ORGANIZATION 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 SO QUALIFY OR BE LICENSED COULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT AND (III) HAS ALL REQUISITE 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)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH LOAN PARTY OR ITS SUBSIDIARIES OF EACH LOAN DOCUMENT TO WHICH IT IS OR IS
TO BE A PARTY (OTHER THAN LOAN DOCUMENTS REQUIRED TO BE ENTERED INTO PURSUANT TO
SECTIONS 5.01(J) AND 5.01(L) TO THE EXTENT NOT EXECUTED AS OF THE DATE HEREOF),
AND THE CONSUMMATION OF THE TRANSACTION, ARE WITHIN SUCH PERSON'S POWERS, HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, AND DO NOT (I) CONTRAVENE SUCH
PERSON'S CHARTER, BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS, (II) VIOLATE ANY
LAW, 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, (III) CONFLICT WITH OR RESULT IN THE BREACH OF,
OR CONSTITUTE A DEFAULT OR REQUIRE ANY PAYMENT TO BE MADE UNDER, ANY MATERIAL
CONTRACT, LOAN AGREEMENT, INDENTURE, MORTGAGE, DEED OF TRUST, LEASE OR OTHER
INSTRUMENT BINDING ON OR AFFECTING ANY LOAN PARTY, ANY OF ITS SUBSIDIARIES OR
ANY OF THEIR PROPERTIES OR (IV) EXCEPT FOR THE LIENS CREATED UNDER THE LOAN
DOCUMENTS, 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.
NO LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY
SUCH LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD OR