EFFECT.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAS THE CORPORATE POWER AND AUTHORITY TO OWN OR HOLD UNDER LEASE
THE PROPERTIES IT PURPORTS TO OWN OR HOLD UNDER LEASE, TO TRANSACT THE BUSINESS
IT TRANSACTS AND PROPOSES TO TRANSACT, TO EXECUTE AND DELIVER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND TO PERFORM THE PROVISIONS
HEREOF AND THEREOF.
(B)
OWNERSHIP.
EACH SUBSIDIARY OF THE COMPANY
AS OF THE CLOSING DATE IS LISTED ON SCHEDULE 6.1(B).
ALL OUTSTANDING SHARES OF
THE SUBSIDIARIES HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY PAID
AND NONASSESSABLE, WITH NO PERSONAL LIABILITY ATTACHING TO THE OWNERSHIP
THEREOF, AND NOT SUBJECT TO ANY PREEMPTIVE OR SIMILAR RIGHTS, EXCEPT AS
DESCRIBED IN SCHEDULE 6.1(B).
THE SHAREHOLDERS OF EACH SUBSIDIARY OF THE
COMPANY AND THE NUMBER OF SHARES OWNED BY EACH AS OF THE CLOSING DATE ARE
DESCRIBED ON SCHEDULE 6.1(B).
AS OF THE CLOSING DATE, THERE ARE NO OUTSTANDING
STOCK PURCHASE WARRANTS, SUBSCRIPTIONS, OPTIONS, SECURITIES, INSTRUMENTS OR
OTHER RIGHTS OF ANY TYPE OR NATURE WHATSOEVER, WHICH ARE CONVERTIBLE INTO,
EXCHANGEABLE FOR OR OTHERWISE PROVIDE FOR OR PERMIT THE ISSUANCE OF CAPITAL
STOCK OF THE COMPANY'S SUBSIDIARIES, EXCEPT AS DESCRIBED ON SCHEDULE 6.1(B).
(C)
AUTHORIZATION, ETC.
THIS AGREEMENT AND
OTHER LOAN DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
ON THE PART OF EACH OF THE COMPANY AND ITS
38
SUBSIDIARIES, AND THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES PARTY HERETO OR THERETO ENFORCEABLE AGAINST SUCH PERSON IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
(I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
(D)
COMPLIANCE WITH LAWS, OTHER INSTRUMENTS,
ETC.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY AND ITS
SUBSIDIARIES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENT TO WHICH EACH SUCH
PERSON IS A PARTY WILL NOT (A) CONTRAVENE, RESULT IN ANY BREACH OF, OR
CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OF ANY LIEN IN RESPECT OF
ANY PROPERTY OF ANY SUCH PERSON UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST,
LOAN, PURCHASE OR CREDIT AGREEMENT, LEASE, CORPORATE CHARTER OR BY-LAWS, OR ANY
OTHER AGREEMENT OR INSTRUMENT TO WHICH SUCH PERSON IS BOUND OR BY WHICH SUCH
PERSON OR ANY OF ITS PROPERTIES MAY BE BOUND OR AFFECTED, (B) CONFLICT WITH OR
RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY ORDER,
JUDGMENT, DECREE, OR RULING OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY
APPLICABLE TO SUCH PERSON OR (C) VIOLATE ANY PROVISION OF ANY STATUTE OR OTHER
RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE COMPANY OR
ANY SUBSIDIARY.
(E)
GOVERNMENTAL AUTHORIZATIONS, ETC.
NO
CONSENT, APPROVAL OR AUTHORIZATION OF, OR REGISTRATION, FILING