Common use of Corporate Power and Authority; Business Clause in Contracts

Corporate Power and Authority; Business. (a) Each Credit Party has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and except as such enforceability may be limited by the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Holdings was incorporated on May 10, 1995 and consummated (i) an initial public offering of its common stock on October 18, 1996 and (ii) a private placement of its Senior Subordinated Notes on November 6, 1997. The Borrower was incorporated as Aminco, Inc. in Delaware on March 20, 1990. Prior to the Closing Date, Holdings will not have engaged in any business or incurred any liabilities except for activities, expenses and liabilities incident to its organization, its initial public offering, its Senior Subordinated Notes offering (and a related exchange offer of registered notes) and the carrying out of the transactions contemplated by the Credit Documents, the Purchase Agreement and the Refinancing.

Corporate Power and Authority; Business. (a) Each Credit Party has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and except as such enforceability may be limited by the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Holdings was incorporated on May 10, 1995 and consummated (i) an initial public offering of its common stock on October 18, 1996 and (ii) a private placement of its Senior Subordinated Notes on November 6, 1997. The Borrower was incorporated as Aminco, Inc. in Delaware on March 20, 1990. Prior to the Closing Date, Holdings will not have engaged in any business or incurred any liabilities except for activities, expenses and liabilities incident to its organization, its initial public offering, its Senior Subordinated Notes offering (and a related exchange offer of registered notes) and the carrying out of the transactions antecedent to or contemplated by the Credit Documents, the Purchase Agreement Documents and the Refinancing.

Corporate Power and Authority; Business. (a) Each Credit --------------------------------------- Party has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and except as such enforceability may be limited by the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Holdings was incorporated on May 10, 1995 and consummated (i) an initial public offering of its common stock on October 18, 1996 1996; and (ii) a private placement of its Senior Subordinated Notes on November 6, 1997. The the Borrower was incorporated as Aminco, Inc. in Delaware on March 20, 1990. Prior to the Closing Date, Holdings will not have engaged in any business or incurred any liabilities except for activities, expenses and liabilities incident to its organization, organization or its initial public offering, its Senior Subordinated Notes offering (and a related exchange offer of registered notes) and to the carrying out of the transactions contemplated by the Credit DocumentsDocuments and the Recapitalization, including, without limitation, the Purchase Agreement and the RefinancingOffering.