AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH OTHER
JURISDICTION IN WHICH IT OWNS OR LEASES PROPERTY OR IN WHICH THE CONDUCT OF ITS
BUSINESS REQUIRES IT TO SO QUALIFY OR BE LICENSED, EXCEPT WHERE THE FAILURE TO
BE SO QUALIFIED OR IN GOOD STANDING HAS NOT HAD OR WOULD NOT REASONABLY BE
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT AND (III) HAS ALL REQUISITE CORPORATE,
LIMITED LIABILITY COMPANY OR PARTNERSHIP (AS APPLICABLE)
POWER AND AUTHORITY
(INCLUDING, WITHOUT LIMITATION, ALL GOVERNMENTAL LICENSES, PERMITS AND OTHER
APPROVALS) TO OWN OR LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED.
(C)
DUE AUTHORIZATION OF LOAN DOCUMENTS; NON-CONTRAVENTION, ETC.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF EACH LOAN DOCUMENT AND EACH RELATED
DOCUMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, LIMITED LIABILITY
COMPANY OR PARTNERSHIP (AS APPLICABLE) ACTION ON THE PART OF EACH LOAN PARTY
THAT IS A PARTY THERETO, AND DO NOT (I) CONTRAVENE SUCH LOAN PARTY'S CHARTER OR
BYLAWS, PARTNERSHIP AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT, AS THE
CASE MAY BE, OR ANY OF ITS OTHER CONSTITUTIVE DOCUMENTS, (II) VIOLATE ANY
APPLICABLE PROVISION OF ANY MATERIAL LAW (INCLUDING, WITHOUT LIMITATION, THE
EXCHANGE ACT AND THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS CHAPTER OF
THE ORGANIZED CRIME CONTROL ACT OF 1970), 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 BORROWER OR TO ITS SUBSIDIARIES, (III) RESULT IN THE BREACH
OF, OR CONSTITUTE A DEFAULT UNDER, ANY LOAN AGREEMENT, INDENTURE, MORTGAGE, DEED
OF TRUST OR OTHER FINANCIAL INSTRUMENT, OR ANY MATERIAL CONTRACT OR AGREEMENT,
BINDING ON OR AFFECTING ANY LOAN PARTY, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
PROPERTIES OR (IV) EXCEPT FOR THE LIENS CREATED UNDER THE LOAN DOCUMENTS, RESULT
IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN UPON OR WITH RESPECT TO ANY
OF THE PROPERTIES OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
(D)
GOVERNMENTAL AND THIRD PARTY APPROVALS.
OTHER THAN THOSE THAT
HAVE ALREADY BEEN OBTAINED AND AS SET FORTH IN SCHEDULE 4.01(D) AND ARE IN FULL
FORCE AND EFFECT, OR AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, NO AUTHORIZATION OR APPROVAL (INCLUDING, IN THE CASE OF THE
CANADIAN BORROWER, EXCHANGE CONTROL APPROVAL) OR OTHER ACTION BY, AND NO NOTICE
TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD PARTY IS
REQUIRED FOR (I) THE DUE EXECUTION, DELIVERY, RECORDATION, FILING OR PERFORMANCE
BY ANY LOAN PARTY OF ANY LOAN DOCUMENT OR ANY RELATED DOCUMENT TO WHICH IT IS OR
IS TO BE A PARTY AND (II) THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THE LOAN DOCUMENTS, THE RELATED DOCUMENTS AND THE PLAN OF REORGANIZATION.
51
(E)
DUE EXECUTION AND DELIVERY; BINDING OBLIGATION.
EACH OF THE LOAN
DOCUMENTS HAS BEEN DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY THERETO AND IS
THE LEGAL, VALID AND BINDING OBLIGATION