5.01 CONTAINS A TRUE, COMPLETE AND CORRECT LIST OF EACH JURISDICTION IN
WHICH A GROUP MEMBER IS QUALIFIED TO DO BUSINESS AS A FOREIGN ENTITY.
5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH GROUP MEMBER OF THIS AGREEMENT, EACH OTHER
INVESTMENT DOCUMENT AND EACH SENIOR LOAN DOCUMENT TO WHICH IT IS OR UPON AND
AFTER THE FIRST RELEASE DATE WILL BE A PARTY AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, THE ISSUANCE OF THE NOTE:
(A) HAVE
BEEN (OR, IN THE CASE OF THE RELEASE DATE DOCUMENTS AND THE TRANSACTION, WILL
BE, UPON AND AFTER EACH RELEASE DATE) DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION, AND IF REQUIRED, SHAREHOLDER ACTION; (B) DO NOT AND WILL NOT CONTRAVENE
THE TERMS OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS (OR SIMILAR
ORGANIZATIONAL DOCUMENTS) OF SUCH GROUP MEMBER OR ANY AMENDMENT THEREOF OR ANY
REQUIREMENT OF LAW APPLICABLE TO SUCH GROUP MEMBER OR SUCH GROUP MEMBER'S
ASSETS, BUSINESS OR PROPERTIES; (C) EXCEPT AS STATED IN THE IMMEDIATELY
FOLLOWING SENTENCE, DO NOT AND WILL NOT (OR, IN THE CASE OF THE RELEASE DATE
DOCUMENTS AND THE TRANSACTION, WILL NOT UPON AND AFTER EACH RELEASE DATE) (I)
CONFLICT WITH, CONTRAVENE, RESULT IN ANY VIOLATION OR BREACH OF OR DEFAULT UNDER
(WITH OR WITHOUT THE GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH), (II) CREATE
IN ANY OTHER PERSON A RIGHT OR CLAIM OF TERMINATION OR AMENDMENT OF, OR (III)
REQUIRE MODIFICATION, ACCELERATION, REPURCHASE, REDEMPTION OR CANCELLATION OF,
ANY MATERIAL CONTRACTUAL OBLIGATION OF THE COMPANY OR ANY GROUP MEMBER
(INCLUDING THE SENIOR LOAN DOCUMENTS); AND (D) DO NOT AND WILL NOT RESULT IN THE
CREATION OF ANY LIEN (OR OBLIGATION TO CREATE A LIEN) AGAINST ANY PROPERTY,
ASSET OR BUSINESS OF ANY GROUP MEMBER OTHER THAN AS CONTEMPLATED BY THE CASH
COLLATERAL PLEDGE AGREEMENT.
THE MAKING OF GUARANTEES BY THE GROUP MEMBERS
(OTHER THAN THE COMPANY) AND THE PAYMENT OF DIVIDENDS BY GROUP MEMBERS TO THE
COMPANY IN AMOUNTS SUFFICIENT TO PAY THE INTEREST ON THE NOTE AS AND WHEN DUE
(BOTH OF WHICH ARE TRANSACTIONS CONTEMPLATED HEREBY) ARE PRESENTLY PROHIBITED OR
LIMITED BY THE PROVISIONS OF THE SENIOR LOAN DOCUMENTS, BUT, ON OR PRIOR TO THE
FIRST RELEASE DATE, THE SENIOR LOAN DOCUMENTS WILL BE AMENDED IN THE MANNER
CONTEMPLATED BY SECTION 19(M) OF THE CASH COLLATERAL PLEDGE AGREEMENT, AND SUCH
PROHIBITIONS AND LIMITATIONS WILL NO LONGER EXIST (OR, IN THE CASE OF THE
LIMITATION ON PAYMENT OF DIVIDENDS, WILL BE MODIFIED TO ONLY LIMIT SUCH PAYMENTS
UNDER CERTAIN CIRCUMSTANCES WHERE THE RELEVANT INTERCREDITOR AGREEMENT WOULD
PERMIT SUCH PAYMENT TO BE "BLOCKED" BY THE SENIOR CREDITORS).
5.03
GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS.
EACH GROUP MEMBER AND, TO THE GROUP MEMBERS' KNOWLEDGE, EACH OF ITS EMPLOYEES:
(I) HAS ALL MATERIAL GOVERNMENTAL APPROVALS REQUIRED BY ANY REQUIREMENT OF LAW
FOR THE COMPANY TO CONDUCT ITS BUSINESS, EACH OF WHICH IS IN FULL FORCE AND
EFFECT, (II) IS IN MATERIAL COMPLIANCE WITH EACH GOVERNMENTAL APPROVAL
APPLICABLE TO THE COMPANY OR ITS OPERATIONS