EACH OF THE BORROWERS AND EACH OF
THEIR SUBSIDIARIES (I) IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF ITS STATE OF INCORPORATION, (II) HAS ALL
REQUISITE CORPORATE POWER TO OWN
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OR LEASE ITS PROPERTY AS THE CASE MAY BE AND CONDUCT ITS BUSINESS AS NOW
CONDUCTED AND AS PRESENTLY CONTEMPLATED, AND (III) IS IN GOOD STANDING AS A
FOREIGN CORPORATION AND IS DULY AUTHORIZED TO DO BUSINESS IN EACH JURISDICTION
WHERE SUCH QUALIFICATION IS NECESSARY EXCEPT WHERE A FAILURE TO BE SO QUALIFIED
WOULD NOT HAVE A MATERIALLY ADVERSE EFFECT.
8.1.2
AUTHORIZATION.
EXCEPT WHERE A FAILURE THEREOF WOULD NOT HAVE A
MATERIALLY ADVERSE EFFECT, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, THE EQUITY DOCUMENTS, THE SENIOR
SECURED DEBT DOCUMENTS AND THE UNSECURED TERM LOAN DOCUMENTS TO WHICH EACH OF
THE BORROWERS OR ANY OF THEIR SUBSIDIARIES IS OR IS TO BECOME A PARTY AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (I) ARE WITHIN THE CORPORATE
AUTHORITY OF SUCH PERSON, (II) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE PROCEEDINGS, (III) DO NOT CONFLICT WITH OR RESULT IN ANY BREACH OR
CONTRAVENTION OF ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION TO WHICH ANY
OF THE BORROWERS OR ANY OF THEIR SUBSIDIARIES IS SUBJECT OR ANY JUDGMENT, ORDER,
WRIT, INJUNCTION, LICENSE OR PERMIT APPLICABLE TO ANY OF THE BORROWERS OR ANY OF
THEIR SUBSIDIARIES AND (IV) DO NOT CONFLICT WITH ANY PROVISION OF THE CORPORATE
CHARTER OR BYLAWS OF, OR ANY AGREEMENT OR OTHER INSTRUMENT BINDING UPON, ANY OF
THE BORROWERS OR ANY OF THEIR SUBSIDIARIES.
8.1.3
ENFORCEABILITY.
THE EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH ANY OF THE BORROWERS OR ANY OF THEIR
SUBSIDIARIES IS OR IS TO BECOME A PARTY WILL RESULT IN VALID AND LEGALLY BINDING
OBLIGATIONS OF SUCH PERSON ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE
RESPECTIVE TERMS AND PROVISIONS HEREOF AND THEREOF, EXCEPT AS ENFORCEABILITY IS
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
RELATING TO OR AFFECTING GENERALLY THE ENFORCEMENT OF CREDITORS' RIGHTS AND
EXCEPT TO THE EXTENT THAT AVAILABILITY OF THE REMEDY OF SPECIFIC PERFORMANCE OR
INJUNCTIVE RELIEF IS SUBJECT TO THE DISCRETION OF THE COURT BEFORE WHICH ANY
PROCEEDING THEREFOR MAY BE BROUGHT.
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8.2
Governmental Approvals.
Except as set forth on Schedule 8.2 and
where a failure thereof would not have a Materially Adverse Effect, the
execution, delivery and performance by each of the Borrowers and their
Subsidiaries of this Credit Agreement, the other Loan Documents, the Senior
Secured Debt Documents, the Equity Documents and the Unsecured Term Loan
Documents to which each is or is to become a party and the transactions
contemplated hereby and thereby do not require the approval or consent of, or
filing with, any governmental agency or authority other than those already
obtained.
8.3
Title to Properties; Leases.
Attached hereto as Schedule 8.3, as
such Schedule 8.3 may be updated from time to