thereupon) the Obligors, in addition to all other representations,
warranties, and covenants made by the Obligors in any other Loan Document,
represents, warrants, and covenants as follows:
4.1
PAYMENT AND PERFORMANCE OF LIABILITIES.
The Obligors shall pay each Liability when due (or when demanded, if payable on
demand) and shall promptly, punctually, and faithfully perform each other
Liability.
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4.2
DUE ORGANIZATION. CORPORATE AUTHORIZATION. NO CONFLICTS.
(A)
THE EXACT NAME OF EACH OBLIGORS, AS SET FORTH IN EACH OBLIGOR'S
ORGANIZATIONAL DOCUMENTS, IS SET FORTH IN EXHIBIT 4.2 HEREOF.
EACH OBLIGOR
PRESENTLY IS AND SHALL HEREAFTER REMAIN IN GOOD STANDING AS THE TYPE OF ENTITY
INDICATED ON EXHIBIT 4.2 HEREOF AND BE DULY ORGANIZED UNDER THE LAWS OF THE
STATE OF ITS INCORPORATION INDICATED IN EXHIBIT 4.2 HEREOF AND SHALL HEREAFTER
REMAIN DULY QUALIFIED AND IN GOOD STANDING IN EVERY OTHER STATE IN WHICH, BY
REASON OF THE NATURE OR LOCATION OF THAT
OBLIGOR'S ASSETS OR OPERATION OF THAT
BORROWER'S BUSINESS, SUCH QUALIFICATION MAY BE NECESSARY, EXCEPT WHERE THE
FAILURE TO SO QUALIFY OR BE IN GOOD STANDING WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
EXHIBIT 4.2 ACCURATELY DESCRIBES THE CORPORATE STRUCTURE OF THE
OBLIGORS AND ANY AFFILIATES, INCLUDING THE IDENTITY OF SHAREHOLDERS HOLDING MORE
THAN 25% OF THE ISSUED AND OUTSTANDING STOCK HAVING THE RIGHT TO VOTE, LIMITED
AND GENERAL PARTNERS, OR MEMBERS, AS THE CASE MAY BE.
(B)
EACH AFFILIATE OF THE OBLIGORS IS LISTED ON EXHIBIT 4.2. THE LEAD BORROWER
SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH PRIOR WRITTEN NOTICE OF ANY ENTITY'S
BECOMING OR CEASING TO BE AN AFFILIATE (PROVIDED, HOWEVER, THAT WITH RESPECT TO
ANY AFFILIATE THAT BECOME OR CEASE TO BECOME AFFILIATE SOLELY DUE TO ISSUANCES
OR EXCHANGES OF THE PUBLICLY-TRADED STOCK OF THE LEAD BORROWER, THE LEAD
BORROWER SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH WRITTEN NOTICE THEREOF ON
OR BEFORE THE THIRTIETH (30TH) DAY OF THE NEXT MONTH THEREAFTER).
(C)
NO OBLIGOR SHALL CHANGE ITS STATE OF INCORPORATION OR ITS TAXPAYER
IDENTIFICATION NUMBER WITHOUT TWENTY-ONE (21) DAYS PRIOR WRITTEN NOTICE TO
ADMINISTRATIVE AGENT AND ITS COUNSEL, PROVIDED THAT NO SUCH CHANGE SHALL OCCUR
UNLESS NO SUSPENSION EVENT HAS OCCURRED THAT IS CONTINUING.
(D)
EACH OBLIGOR HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE AND
DELIVER ALL LOAN DOCUMENTS TO WHICH THE OBLIGOR IS A PARTY AND HAS AND WILL
HEREAFTER RETAIN ALL REQUISITE CORPORATE POWER TO PERFORM ALL LIABILITIES.
(E)
THE EXECUTION AND DELIVERY BY EACH OBLIGOR OR BY THE LEAD BORROWER OF EACH
LOAN DOCUMENT ON BEHALF OF EACH OBLIGOR THAT IS A PARTY THERETO, SUCH
OBLIGOR'S
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN DOCUMENTS (INCLUDING,
WITHOUT LIMITATION, THE CREATION OF COLLATERAL INTERESTS BY SUCH OBLIGOR TO
SECURE THE LIABILITIES), SUCH BORROWER'S PERFORMANCE UNDER SUCH LOAN DOCUMENT,
THE BORROWINGS HEREUNDER, AND THE USE OF THE PROCEEDS THEREOF:
(I)
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON
THE PART OF SUCH OBLIGOR;
(II)
DO NOT, AND WILL NOT, CONTRAVENE IN ANY MATERIAL RESPECT ANY
PROVISION OF ANY REQUIREMENT OF LAW