STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION OR ORGANIZATION; (II) IS DULY QUALIFIED TO DO
BUSINESS AND IS IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS
OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION; (III) HAS THE REQUISITE CORPORATE POWER AND AUTHORITY AND THE
LEGAL RIGHT TO OWN, PLEDGE, MORTGAGE AND OPERATE ITS PROPERTIES, TO LEASE THE
PROPERTY IT OPERATES UNDER LEASE, AND TO CONDUCT ITS BUSINESS AS NOW, HERETOFORE
AND PROPOSED TO BE CONDUCTED; (IV) HAS ALL LICENSES, PERMITS, CONSENTS OR
APPROVALS FROM OR BY, AND HAS MADE ALL MATERIAL FILINGS WITH, AND HAS GIVEN ALL
NOTICES TO, ALL GOVERNMENTAL AUTHORITIES HAVING JURISDICTION, TO THE EXTENT
REQUIRED FOR SUCH OWNERSHIP, OPERATION AND CONDUCT EXCEPT WHERE THE FAILURE TO
HAVE OR OBTAIN ANY OF THE FOREGOING COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; (V) IS IN COMPLIANCE WITH ITS CHARTER AND BY-LAWS; AND
(VI) IS IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF LAW, EXCEPT WHERE THE
FAILURE TO COMPLY, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.2.
EXECUTIVE OFFICES. GUARANTOR'S EXECUTIVE
OFFICE AND PRINCIPAL PLACE OF BUSINESS ARE AS SET FORTH IN SCHEDULE III OF THE
GUARANTOR SECURITY AGREEMENT.
6
4.3.
CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
GUARANTEED OBLIGATIONS. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTY
AND ALL OTHER LOAN DOCUMENTS AND ALL INSTRUMENTS AND DOCUMENTS TO BE DELIVERED
BY GUARANTOR HEREUNDER AND UNDER THE CREDIT AGREEMENT ARE WITHIN GUARANTOR'S
CORPORATE POWER, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY OR PROPER CORPORATE
ACTION, INCLUDING THE CONSENT OF STOCKHOLDERS AND INTEREST HOLDERS WHERE
REQUIRED, ARE NOT IN CONTRAVENTION OF ANY PROVISION OF GUARANTOR'S CHARTER OR
BY-LAWS, DO NOT VIOLATE ANY LAW OR REGULATION, OR ANY ORDER OR DECREE OF ANY
GOVERNMENTAL AUTHORITY, DO NOT CONFLICT WITH OR RESULT IN THE BREACH OF, OR
CONSTITUTE A DEFAULT UNDER, OR ACCELERATE OR PERMIT THE ACCELERATION OF ANY
PERFORMANCE REQUIRED BY, ANY INDENTURE, MORTGAGE, DEED OF TRUST, LEASE,
AGREEMENT OR OTHER INSTRUMENT TO WHICH GUARANTOR IS A PARTY OR BY WHICH
GUARANTOR OR ANY OF ITS PROPERTY IS BOUND, DO NOT RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTY OF GUARANTOR, OTHER THAN THOSE
IN FAVOR OF AGENT, FOR ITSELF AND THE BENEFIT OF LENDERS, AND THE SAME DO NOT
REQUIRE THE CONSENT OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY (OTHER THAN THE
INTERIM ORDER OR THE FINAL ORDER) OR ANY OTHER PERSON EXCEPT THOSE REFERRED TO
IN SECTIONS 4.2 AND 4.3 OF THE CREDIT AGREEMENT, ALL OF WHICH HAVE BEEN DULY
OBTAINED, MADE OR COMPLIED WITH PRIOR TO THE CLOSING DATE. ON OR PRIOR TO THE
CLOSING DATE, THIS GUARANTY AND EACH OF THE LOAN DOCUMENTS TO WHICH GUARANTOR IS
A PARTY SHALL HAVE BEEN DULY EXECUTED AND DELIVERED FOR THE BENEFIT OF OR ON
BEHALF OF GUARANTOR, AND EACH SHALL THEN CONSTITUTE A LEGAL, VALID AND BINDING
OBLIGATION OF GUARANTOR, ENFORCEABLE AGAINST GUARANTOR