TO OBTAIN SUCH
PERMITS, MAKE SUCH FILINGS OR GIVE SUCH NOTICES WOULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; PROVIDED, HOWEVER,
THAT THE REPRESENTATIONS AND WARRANTIES UNDER CLAUSE (A) AND (B) ABOVE WITH
RESPECT TO THE EXCLUDED FOREIGN SUBSIDIARIES ARE LIMITED TO THE KNOWLEDGE OF THE
LOAN PARTIES.
SECTION 4.2
LOAN AND RELATED DOCUMENTS.
(A) POWER AND AUTHORITY.
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH LOAN PARTY OF THE LOAN DOCUMENTS
AND RELATED DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION OF THE RELATED
TRANSACTIONS AND OTHER TRANSACTIONS CONTEMPLATED THEREIN (I) ARE WITHIN SUCH
LOAN PARTY'S CORPORATE OR SIMILAR POWERS AND, AT THE TIME OF EXECUTION THEREOF,
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND SIMILAR ACTION, (II) DO
NOT (A) CONTRAVENE SUCH LOAN PARTY'S CONSTITUENT DOCUMENTS, (B) VIOLATE ANY
APPLICABLE MATERIAL REQUIREMENT OF LAW IN ANY MATERIAL RESPECT, (C) CONFLICT
WITH, CONTRAVENE, CONSTITUTE A DEFAULT OR BREACH UNDER, OR RESULT IN OR PERMIT
THE TERMINATION OR ACCELERATION OF, ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY
GROUP MEMBER (INCLUDING OTHER RELATED DOCUMENTS OR LOAN DOCUMENTS) OTHER THAN
THOSE THAT WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT, (D) DO
NOT MATERIALLY ADVERSELY AFFECT ANY PERMIT OF SUCH LOAN PARTY OTHER THAN THOSE
THAT WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT OR (E) RESULT
IN
69
THE IMPOSITION OF ANY LIEN (OTHER THAN A PERMITTED LIEN) UPON ANY PROPERTY OF
ANY GROUP MEMBER AND (III) DO NOT REQUIRE ANY PERMIT OF, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY CONSENT OF, OR NOTICE TO, ANY PERSON, OTHER THAN
(A) WITH RESPECT TO THE LOAN DOCUMENTS, THE FILINGS REQUIRED TO PERFECT THE
LIENS CREATED BY THE LOAN DOCUMENTS, (B) THOSE THAT HAVE BEEN, OR WILL BE PRIOR
TO THE CLOSING DATE, OBTAINED OR MADE, AND EACH OF WHICH ON THE CLOSING DATE
WILL BE IN FULL FORCE AND EFFECT AND (C) EXCEPT WITH RESPECT TO THE BORROWING OF
THE LOANS, THE GUARANTYING OF THE OBLIGATIONS AND THE GRANTING OF LIENS UNDER
THE LOAN DOCUMENTS, THOSE WHICH, IF NOT OBTAINED OR MADE, WOULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
DUE EXECUTION AND DELIVERY.
EACH LOAN DOCUMENT AND RELATED
DOCUMENT HAS BEEN DULY EXECUTED AND DELIVERED TO THE OTHER PARTIES THERETO BY
EACH LOAN PARTY PARTY THERETO, IS THE LEGAL, VALID AND BINDING OBLIGATION OF
SUCH LOAN PARTY AND IS ENFORCEABLE AGAINST SUCH LOAN PARTY IN ACCORDANCE WITH
ITS TERMS, SUBJECT TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR MORATORIUM OR SIMILAR LAWS AFFECTING THE RIGHTS OR REMEDIES OF
CREDITORS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY).
(C)
RELATED DOCUMENTS.
AS OF THE CLOSING DATE, EACH
REPRESENTATION AND WARRANTY OF EACH GROUP MEMBER (IF ANY) IN EACH RELATED
DOCUMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS (UNLESS MADE AS OF AN
EARLIER DATE IN