Common use of Authorized and Issued Capital Clause in Contracts

Authorized and Issued Capital. The authorized capitalization of the Borrower and its Subsidiaries is set forth on Schedule 6(a). The authorized capitalization of the Borrower and its Subsidiaries, which reflects the note exchange transactions contemplated by the Restructuring Agreement (the "Restructuring Agreement") dated as of March 14, 2003 among the Borrower, certain of its subsidiaries and certain holders of the Borrower's 5 3/4% convertible subordinated notes due 2004 and the Participation Agreement dated March 14, 2003 between the Borrower and LC Capital Master Fund, Ltd., is set forth on Schedule 6(a). Except as set forth on Schedule 6(a), the Borrower and its Subsidiaries have not issued any other shares of their capital stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Borrower or any of its Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights, other than the Lender Warrants. All the outstanding shares of capital stock have been duly and validly authorized and issued and are fully paid and nonassessable and have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. The number of shares of the Borrower's capital stock reserved for issuance as set forth on Schedule 6(a) is not subject to adjustment by reason of the issuance of the Lender Warrants or the common stock issuable upon the exercise thereof. Neither the Borrower nor any of its Subsidiaries is a party to any "phantom stock" employee stock option plan, other equity-based incentive plan or similar agreement, other than as specifically disclosed on Schedule 6(a). Except as set forth on Schedule 6(a), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Borrower or any of its Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Borrower or any of its Subsidiaries with respect to its equity securities or interest, other than the Registration Rights Agreement and the Registration Rights Agreement delivered pursuant to the Restructuring Agreement.

Authorized and Issued Capital. The authorized capitalization of the Borrower Holdings and each of its Subsidiaries is set forth on Schedule 6(a). The authorized capitalization of the Borrower and its Subsidiaries, which reflects the note exchange transactions contemplated by the Restructuring Agreement (the "Restructuring Agreement") dated as of March 14, 2003 among the Borrower, certain of its subsidiaries and certain holders of the Borrower's 5 3/4% convertible subordinated notes due 2004 and the Participation Agreement dated March 14, 2003 between the Borrower and LC Capital Master Fund, Ltd., is set forth on Schedule 6(a)SCHEDULE 6.21. Except as set forth on Schedule 6(a)SCHEDULE 6.21, the Borrower and its Subsidiaries have Holdings has not issued any other shares of their capital stock its Capital Stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Borrower Holdings or any of its Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights, other than the Lender WarrantsWarrants or as set forth on SCHEDULE 6.21. All the outstanding shares of capital stock have been Capital Stock of Holdings and each of its Subsidiaries which are corporations are duly and validly authorized and issued and are fully paid and nonassessable and have been offered, issued, sold and delivered in compliance in all material respects with applicable federal and state securities laws. All of the outstanding membership interests of any Subsidiary of Holdings which is a limited liability company have been duly authorized and are validly issued and have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. Set forth on SCHEDULE 6.21 is a listing of (x) all shareholders (including the number of shares of each class or percentage partnership interest, as the case may be, owned by each such Person) of Holdings and each of its Subsidiaries and of (y) the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the issuance of equity securities of, or interests in, Holdings and each of its Subsidiaries. The number of shares of the Borrower's capital stock Holdings' Capital Stock reserved for issuance as set forth on Schedule 6(a) SCHEDULE 6.21 is not subject to adjustment by reason of the issuance of the Lender Warrants or the common stock shares of Common Stock issuable upon the exercise thereof. Neither the Borrower Holdings nor any of its Subsidiaries is a party to any "phantom stock" ", employee stock option plan, other equity-based incentive plan or similar agreement, other than except as specifically disclosed set forth on Schedule 6(a)SCHEDULE 6.21. Except as set forth on Schedule 6(a)SCHEDULE 6.21, (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Borrower Holdings or any of its Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Borrower Holdings or any of its Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Borrower Holdings or any of its Subsidiaries with respect to its equity securities or interest, other than the Registration Rights Agreement and the Registration Rights Agreement delivered pursuant to the Restructuring Agreementinterests.

Authorized and Issued Capital. The authorized capitalization of the Borrower Company, the Parent and its each of their Subsidiaries is set forth on Schedule 6(a). The authorized capitalization of the Borrower and its Subsidiaries, which reflects the note exchange transactions contemplated by the Restructuring Agreement (the "Restructuring Agreement") dated as of March 14, 2003 among the Borrower, certain of its subsidiaries and certain holders of the Borrower's 5 3/4% convertible subordinated notes due 2004 and the Participation Agreement dated March 14, 2003 between the Borrower and LC Capital Master Fund, Ltd., is set forth on Schedule 6(a5(c). Except as set forth on Schedule 6(a5(c), the Borrower Company and its Subsidiaries the Parent have not issued any other shares of their capital stock Capital Stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Borrower Company, the Parent or any of its their Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights, other than the Lender Warrants. All the outstanding shares of capital stock Capital Stock have been duly and validly authorized and issued and are fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. The Set forth on Schedule 5(c) is a listing of all directors, managers, officers, partners, members and shareholders (including the number of shares of each class or percentage partnership interest, as the Borrower's capital stock reserved for case may be, owned by each such Person) of the Company, the Parent and each of their Subsidiaries and of the holders of all outstanding options, agreements, warrants, calls, convertible securities and other rights relating to the issuance of equity securities of, or interests in, the Company, the Parent and each of their Subsidiaries. Except as set forth on Schedule 6(a) is not subject to adjustment by reason of 5(c), neither the issuance of Company, the Lender Warrants or the common stock issuable upon the exercise thereof. Neither the Borrower Parent nor any of its their Subsidiaries is a party to any "phantom stock" ", employee stock option plan, other equity-based incentive plan or similar agreement, other than as specifically disclosed on Schedule 6(a). Except as set forth on Schedule 6(a5(c), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Borrower Company, the Parent or any of its their Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Borrower Company, the Parent or any of its their Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Borrower Company, the Parent or any of its their Subsidiaries with respect to its equity securities or interest, other than the Registration Rights Agreement and the Registration Rights Agreement delivered pursuant to the Restructuring Agreementinterests.

Authorized and Issued Capital. The authorized capitalization of the Borrower Company and each of its Subsidiaries is set forth on Schedule 6(a). The authorized capitalization of the Borrower and its Subsidiaries, which reflects the note exchange transactions contemplated by the Restructuring Agreement (the "Restructuring Agreement") dated as of March 14, 2003 among the Borrower, certain of its subsidiaries and certain holders of the Borrower's 5 3/4% convertible subordinated notes due 2004 and the Participation Agreement dated March 14, 2003 between the Borrower and LC Capital Master Fund, Ltd., is set forth on Schedule 6(aSCHEDULE 5(c). Except as set forth on Schedule 6(aSCHEDULE 5(c), the Borrower and its Subsidiaries have not issued any other shares of their capital stock and there are no further subscriptions, contracts or agreements for the issuance or purchase of any other or additional equity interest in the Borrower Company or any of its Subsidiaries, either in the form of options, agreements, warrants, calls, convertible securities or other similar rights, other than the Lender Warrants. All Set forth on SCHEDULE 5(C) is a listing of all directors, managers, officers, partners, members and shareholders (including the outstanding number of shares of capital stock have been duly each class or percentage partnership interest, as the case may be, owned by each such Person) of the Company and validly authorized each of its Subsidiaries and issued of the holders of all outstanding options, agreements, warrants, calls, convertible securities and are fully paid other rights relating to the issuance of equity securities of, or interests in, the Company and nonassessable and have been offered, issued, sold and delivered in compliance with applicable federal and state securities lawseach of its Subsidiaries. The number of shares of the BorrowerCompany's capital stock reserved for issuance as set forth on Schedule 6(aSCHEDULE 5(c) is not subject to adjustment by reason of the issuance of the Lender Warrants or the common stock shares of Common Stock issuable upon the exercise thereof. Neither the Borrower Company nor any of its Subsidiaries is a party to any "phantom stock" ", employee stock option plan, other equity-based incentive plan or similar agreement, other than except as specifically disclosed set forth on Schedule 6(aSCHEDULE 5(x). Except as set forth on Schedule 6(aSCHEDULE 5(c), (i) there are no preemptive or similar rights to purchase or otherwise acquire equity securities of, or interests in, the Borrower Company or any of its Subsidiaries pursuant to any Requirement of Law or Contractual Obligation applicable to the Borrower Company or any of its Subsidiaries and (ii) no registration rights under the Securities Act have been granted by the Borrower Company or any of its Subsidiaries with respect to its equity securities or interest, interests (other than the Registration Rights Agreement and the Registration Rights Agreement delivered registration rights granted or to be granted pursuant to the Restructuring Agreementgmi Acquisition Documents).