ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION AND, TO THE EXTENT APPLICABLE, DULY QUALIFIED AND
IN GOOD STANDING IN EVERY OTHER STATE OR JURISDICTION IN WHICH THE NATURE OF
SUCH LOAN PARTY'S BUSINESS REQUIRES SUCH QUALIFICATION EXCEPT WHERE THE FAILURE
TO SO QUALIFY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
5.2.
CORPORATE POWER AND AUTHORITY.
EACH LOAN
PARTY IS DULY AUTHORIZED AND EMPOWERED TO ENTER INTO, EXECUTE, DELIVER AND
PERFORM THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND EACH OF
THE OTHER LOAN DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION AND DO NOT AND WILL NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF THE
SHAREHOLDERS OF SUCH LOAN PARTY OR ANY CONSENT OR THE AUTHORIZATION OF, FILING
WITH, NOTICE TO OR OTHER ACT BY OR IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR
ANY OTHER PERSON (EXCEPT AS SPECIFICALLY CONTEMPLATED BY THE LOAN DOCUMENTS);
(II) CONTRAVENE ANY LOAN PARTIES' CHARTER, ARTICLES OR CERTIFICATE OF
INCORPORATION OR BY-LAWS; (III) VIOLATE, OR CAUSE SUCH LOAN PARTY TO BE IN
DEFAULT UNDER, ANY PROVISION OF ANY LAW, RULE, REGULATION, ORDER, WRIT,
JUDGMENT, INJUNCTION, DECREE, DETERMINATION OR AWARD IN EFFECT HAVING
APPLICABILITY TO SUCH LOAN PARTY; (IV) RESULT IN A BREACH OF OR CONSTITUTE A
DEFAULT UNDER ANY INDENTURE OR LOAN OR CREDIT AGREEMENT, OR ANY OTHER AGREEMENT,
LEASE OR INSTRUMENT TO WHICH SUCH LOAN PARTY IS A PARTY OR BY WHICH IT OR ITS
PROPERTIES MAY BE BOUND OR AFFECTED THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; OR (V) RESULT IN, OR REQUIRE, THE CREATION OR
IMPOSITION OF ANY LIEN UPON OR WITH RESPECT TO ANY OF THE PROPERTIES NOW OWNED
OR HEREAFTER ACQUIRED BY SUCH LOAN PARTY (EXCEPT AS SPECIFICALLY CONTEMPLATED BY
THE LOAN DOCUMENTS).
5.3.
LEGALLY ENFORCEABLE AGREEMENT.
THIS AGREEMENT
IS, AND EACH OF THE OTHER LOAN DOCUMENTS WHEN DELIVERED UNDER THIS AGREEMENT
WILL BE, A LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY ENFORCEABLE
AGAINST IT IN ACCORDANCE WITH ITS RESPECTIVE TERMS, EXCEPT AS THE ENFORCEABILITY
THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
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REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY, BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW) AND AN IMPLIED
COVENANT OF GOOD FAITH AND FAIR DEALING.
5.4.
EXECUTIVE OFFICES.
EACH LOAN PARTY KEEPS AND
WILL CONTINUE TO KEEP ALL OF ITS BOOKS AND RECORDS CONCERNING THE COLLATERAL AT
ITS OFFICES LOCATED AT THE ADDRESSES SET FORTH IN SCHEDULE 5.4 AND WILL NOT MOVE
SUCH BOOKS AND RECORDS TO ANY LOCATION OTHER THAN AS SET FORTH IN SCHEDULE 5.4
WITHOUT GIVING THE ADMINISTRATIVE AGENT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN
NOTICE.
5.5.
ERISA.
EXCEPT AS WOULD NOT RESULT IN MATERIAL
LIABILITY TO A BORROWER, (I) NO BORROWER OR A COMMONLY CONTROLLED ENTITY HAS
RECEIVED ANY WRITTEN NOTICE THAT IT IS NOT