(I) IS A CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED
PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING (OR ITS
EQUIVALENT) UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
FORMATION, EXCEPT WHERE THE FAILURE TO BE SO DULY ORGANIZED, VALIDLY EXISTING OR
IN GOOD STANDING IN THE CASE OF A FOREIGN SUBSIDIARY HAS NOT HAD, OR COULD NOT
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT, (II) IS DULY
QUALIFIED AND IN GOOD STANDING AS A FOREIGN CORPORATION OR COMPANY 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 WOULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT, AND (III) SUBJECT TO THE ENTRY BY THE BANKRUPTCY COURT OF (X) THE
INTERIM ORDER AT ANY TIME PRIOR TO THE ENTRY OF THE FINAL ORDER AND (Y) THE
FINAL ORDER AT ANY TIME THEREAFTER, 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, EXCEPT WHERE THE
FAILURE TO HAVE SUCH POWER OR AUTHORITY, INDIVIDUALLY OR IN THE AGGREGATE, COULD
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 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