delivery of this Guaranty:
4.1.
CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
EACH GUARANTOR (I) IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION; (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;
(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.
EACH GUARANTOR'S EXECUTIVE
OFFICE AND PRINCIPAL PLACE OF BUSINESS ARE AS SET FORTH IN SCHEDULE III OF THE
GUARANTOR SECURITY AGREEMENT.
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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 EACH GUARANTOR HEREUNDER AND UNDER THE CREDIT AGREEMENT ARE WITHIN
SUCH GUARANTOR'S CORPORATE POWER, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY OR
PROPER CORPORATE ACTION, INCLUDING THE CONSENT OF STOCKHOLDERS WHERE REQUIRED,
ARE NOT IN CONTRAVENTION OF ANY PROVISION OF SUCH 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 ANY GUARANTOR IS A PARTY OR BY WHICH ANY
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 ANY 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 OR ANY OTHER
PERSON EXCEPT THOSE REFERRED TO IN SECTION 2.1(C) 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 ANY GUARANTOR IS A PARTY SHALL HAVE BEEN DULY EXECUTED AND
DELIVERED FOR THE BENEFIT OF OR ON BEHALF OF SUCH GUARANTOR, AND EACH SHALL THEN
CONSTITUTE A LEGAL, VALID AND BINDING OBLIGATION OF SUCH GUARANTOR, ENFORCEABLE
AGAINST SUCH GUARANTOR IN ACCORDANCE WITH ITS TERMS.