CONSENTS AND APPROVALS TO (I) OWN OR LEASE ITS ASSETS AND CARRY
ON ITS BUSINESS AND (II) EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE
LOAN DOCUMENTS AND RELATED DOCUMENTS TO WHICH IT IS A PARTY AND CONSUMMATE THE
TRANSACTION, AND (C) IS DULY QUALIFIED AND IS LICENSED AND, AS APPLICABLE, IN
GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR
OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION OR LICENSE; EXCEPT IN EACH CASE REFERRED TO IN CLAUSE (B)(I) OR
(C), TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT AND RELATED DOCUMENT TO
WHICH SUCH PERSON IS A PARTY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE OR OTHER ORGANIZATIONAL ACTION, AND DO NOT AND WILL NOT (A) CONTRAVENE
THE TERMS OF ANY OF SUCH PERSON'S ORGANIZATION DOCUMENTS; (B) CONFLICT WITH OR
RESULT IN ANY BREACH OR CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER, OR
REQUIRE ANY PAYMENT TO BE MADE UNDER (I) ANY CONTRACTUAL OBLIGATION TO WHICH
SUCH PERSON IS A PARTY OR AFFECTING SUCH PERSON OR THE PROPERTIES OF SUCH PERSON
OR ANY OF ITS SUBSIDIARIES OR (II) ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY OR ANY ARBITRAL AWARD TO WHICH SUCH PERSON OR ITS
PROPERTY IS SUBJECT; OR (C) VIOLATE ANY LAW.
5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO APPROVAL, CONSENT,
EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH (A) THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY LOAN PARTY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR RELATED
DOCUMENT, OR FOR THE CONSUMMATION OF THE TRANSACTION, (B) THE GRANT BY ANY LOAN
PARTY OF THE LIENS GRANTED BY IT PURSUANT TO THE COLLATERAL DOCUMENTS, (C) THE
PERFECTION OR MAINTENANCE OF THE LIENS CREATED UNDER THE COLLATERAL DOCUMENTS
(INCLUDING THE FIRST PRIORITY NATURE THEREOF) OR (D) THE EXERCISE BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OF ITS RIGHTS UNDER THE LOAN DOCUMENTS OR THE
REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THE COLLATERAL DOCUMENTS, ALL
OF WHICH HAVE BEEN DULY OBTAINED, TAKEN, GIVEN OR MADE AND ARE IN FULL FORCE AND
EFFECT, EXCEPT FOR THE AUTHORIZATIONS, APPROVALS, ACTIONS, NOTICES AND FILINGS
LISTED ON SCHEDULE 5.03 OR THOSE WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE
NOT MATERIAL.
ALL APPLICABLE WAITING PERIODS IN CONNECTION WITH THE TRANSACTION
HAVE EXPIRED WITHOUT ANY ACTION HAVING BEEN TAKEN BY ANY GOVERNMENTAL AUTHORITY
RESTRAINING, PREVENTING OR IMPOSING MATERIALLY ADVERSE CONDITIONS UPON THE
TRANSACTION OR THE RIGHTS OF THE LOAN PARTIES OR THEIR SUBSIDIARIES FREELY TO
TRANSFER OR OTHERWISE DISPOSE OF, OR TO CREATE ANY LIEN ON, ANY PROPERTIES NOW
OWNED OR HEREAFTER ACQUIRED BY ANY OF THEM.
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5.04
BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND EACH OTHER LOAN