ALL NECESSARY CONSTITUTIVE ACTION, AND DO NOT (I) CONTRAVENE
SUCH LOAN PARTY'S CONSTITUTIVE DOCUMENTS, (II) VIOLATE ANY LAW (INCLUDING,
WITHOUT LIMITATION, THE SECURITIES EXCHANGE ACT OF 1934), RULE, REGULATION
(INCLUDING, WITHOUT LIMITATION, REGULATION X OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM), ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD APPLICABLE TO SUCH LOAN PARTY, (III) CONFLICT WITH OR
RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER, ANY CONTRACT, LOAN
AGREEMENT, INDENTURE, MORTGAGE, DEED OF TRUST, LEASE OR OTHER INSTRUMENT BINDING
ON OR AFFECTING ANY LOAN PARTY, OR ANY OF THEIR PROPERTIES TO THE EXTENT THE
SAME IS ENFORCEABLE AFTER THE PETITION DATE OR (IV) EXCEPT FOR THE LIENS CREATED
UNDER THE LOAN DOCUMENTS, THE INTERIM ORDER AND THE FINAL ORDER, RESULT IN OR
REQUIRE THE CREATION OR
72
IMPOSITION OF ANY LIEN UPON OR WITH RESPECT TO ANY OF THE PROPERTIES OF ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES.
(D)
EXCEPT FOR THE ENTRY OF THE DIP FINANCING
ORDERS, NO AUTHORIZATION, APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR
FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY OTHER THIRD
PARTY IS REQUIRED FOR (I) THE DUE EXECUTION, DELIVERY, RECORDATION, FILING OR
PERFORMANCE BY ANY LOAN PARTY OF THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN
DOCUMENT TO WHICH IT IS OR IS TO BE A PARTY, OR FOR THE CONSUMMATION OF EACH
ASPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) THE GRANT BY ANY LOAN PARTY
OF THE LIENS GRANTED BY IT PURSUANT TO THE COLLATERAL DOCUMENTS, (III) THE
PERFECTION OR MAINTENANCE OF THE LIENS CREATED UNDER THE COLLATERAL DOCUMENTS
(INCLUDING THE REQUISITE PRIORITY SET FORTH IN THE DIP FINANCING ORDERS, IF AND
TO THE EXTENT PERFECTION WAS ACHIEVED BY THE ENTRY OF THE DIP FINANCING ORDERS)
OR (IV) SUBJECT TO THE DIP FINANCING ORDERS, THE EXERCISE BY THE ADMINISTRATIVE
AGENT OR ANY LENDER PARTY OF ITS RIGHTS UNDER THE LOAN DOCUMENTS OR THE REMEDIES
IN RESPECT OF THE COLLATERAL PURSUANT TO THE COLLATERAL DOCUMENTS, EXCEPT FOR
THOSE AUTHORIZATIONS, APPROVALS, ACTIONS, NOTICES AND FILINGS WHICH HAVE BEEN
DULY OBTAINED, TAKEN, GIVEN, WAIVED OR MADE AND ARE IN FULL FORCE AND EFFECT.
(E)
THIS AGREEMENT HAS BEEN, AND EACH OF THE
NOTES, IF ANY, AND EACH OTHER LOAN DOCUMENT WHEN DELIVERED HEREUNDER WILL HAVE
BEEN, DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY PARTY THERETO.
THIS
AGREEMENT IS, AND EACH OF THE NOTES AND EACH OTHER LOAN DOCUMENT WHEN DELIVERED
HEREUNDER WILL BE, SUBJECT TO (X) THE ENTRY OF THE INTERIM ORDER AND THE TERMS
THEREOF AT ANY TIME PRIOR TO THE ENTRY OF THE FINAL ORDER AND (Y) THE ENTRY OF
THE FINAL ORDER AND THE TERMS THEREOF AT ANY TIME THEREAFTER, THE LEGAL, VALID
AND BINDING OBLIGATION OF EACH LOAN PARTY THERETO, ENFORCEABLE AGAINST SUCH LOAN
PARTY IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE DIP FINANCING ORDERS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY THE EFFECT OF FOREIGN LAWS,
RULES AND REGULATIONS AS THEY RELATE