that as of the Closing Date:
4.1.1
ORGANIZATION.
SUCH BORROWER HAS BEEN DULY ORGANIZED
AND IS VALIDLY EXISTING AND IN GOOD STANDING WITH REQUISITE POWER AND AUTHORITY
TO OWN ITS PROPERTIES AND TO TRANSACT THE BUSINESSES IN WHICH IT IS NOW
ENGAGED.
SUCH BORROWER IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING
IN EACH JURISDICTION WHERE IT IS REQUIRED TO BE SO QUALIFIED IN CONNECTION WITH
ITS PROPERTIES, BUSINESSES AND OPERATIONS.
SUCH BORROWER POSSESSES ALL MATERIAL
RIGHTS, LICENSES, PERMITS AND AUTHORIZATIONS, GOVERNMENTAL OR OTHERWISE,
NECESSARY TO ENTITLE IT TO OWN ITS PROPERTIES AND TO TRANSACT THE BUSINESSES IN
WHICH IT IS NOW ENGAGED, AND THE SOLE
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BUSINESS OF SUCH BORROWER IS THE OWNERSHIP, MANAGEMENT AND OPERATION OF ITS
PROPERTY OR THE IP.
THE OWNERSHIP INTERESTS OF SUCH BORROWER ARE AS SET FORTH
ON THE ORGANIZATIONAL CHART ATTACHED HERETO AS SCHEDULE VI.
4.1.2
PROCEEDINGS.
SUCH BORROWER HAS TAKEN ALL NECESSARY
ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE
BEEN DULY EXECUTED AND DELIVERED BY OR ON BEHALF OF SUCH BORROWER AND CONSTITUTE
LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWER ENFORCEABLE AGAINST SUCH
BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT ONLY TO APPLICABLE
BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING RIGHTS OF CREDITORS GENERALLY,
AND SUBJECT, AS TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS
OF WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW).
4.1.3
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY SUCH BORROWER WILL NOT
MATERIALLY CONFLICT WITH OR RESULT IN A MATERIAL BREACH OF ANY OF THE TERMS OR
PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE (OTHER THAN PURSUANT TO THE LOAN
DOCUMENTS) UPON ANY OF THE PROPERTY OR ASSETS OF SUCH BORROWER PURSUANT TO THE
TERMS OF ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, PARTNERSHIP
AGREEMENT, MANAGEMENT AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT TO WHICH SUCH
BORROWER IS A PARTY OR BY WHICH ANY OF SUCH BORROWER'S PROPERTY OR ASSETS IS
SUBJECT, NOR WILL SUCH ACTION RESULT IN ANY VIOLATION OF THE PROVISIONS OF ANY
STATUTE OR ANY ORDER, RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER SUCH BORROWER OR ANY OF SUCH BORROWER'S PROPERTIES OR ASSETS,
AND ANY CONSENT, APPROVAL, AUTHORIZATION, ORDER, REGISTRATION OR QUALIFICATION
OF OR WITH ANY SUCH GOVERNMENTAL AUTHORITY NECESSARY TO PERMIT THE EXECUTION,
DELIVERY AND PERFORMANCE BY SUCH BORROWER OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS HAS BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT.
4.1.4
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE VIII
ATTACHED HERETO:
(A)
THERE IS NO ACTION, SUIT, CLAIM, PROCEEDING
OR INVESTIGATION PENDING AGAINST SUCH BORROWER, HRHI OR ANY GUARANTOR OR, TO
SUCH BORROWER'S ACTUAL KNOWLEDGE, PENDING AGAINST ANY PROPERTY OR THE IP OR, TO
SUCH BORROWER'S ACTUAL KNOWLEDGE, THREATENED IN WRITING AGAINST SUCH BORROWER,
HRHI OR