PARTY AND EACH OF
ITS SUBSIDIARIES (A) IS DULY ORGANIZED OR FORMED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION, ORGANIZATION
OR FORMATION, (B) HAS ALL REQUISITE POWER AND AUTHORITY AND ALL REQUISITE
GOVERNMENTAL LICENSES, AUTHORIZATIONS, 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 THE SENIOR DEBT DOCUMENTS TO WHICH
IT IS A PARTY, AND (C) IS DULY QUALIFIED AND IS LICENSED AND 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.
5.2
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH PERSON IS OR
IS TO BE 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 ENCUMBRANCE 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, RULE OR REGULATION.
5.3
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
EXCEPT AS SET FORTH
ON SCHEDULE 5.3, 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 FOR THE CONSUMMATION OF THE ACQUISITION, (B) THE GRANT
BY ANY LOAN PARTY OF THE ENCUMBRANCES GRANTED BY IT PURSUANT TO THE SECURITY
DOCUMENTS, (C) THE PERFECTION OR MAINTENANCE OF THE ENCUMBRANCES CREATED UNDER
THE SECURITY DOCUMENTS (INCLUDING WITH RESPECT TO THE LIEN PRIORITY 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
SECURITY DOCUMENTS.
ALL APPLICABLE WAITING PERIODS IN CONNECTION WITH THE
ACQUISITION HAVE EXPIRED WITHOUT ANY ACTION HAVING BEEN TAKEN BY ANY
GOVERNMENTAL AUTHORITY RESTRAINING, PREVENTING OR IMPOSING MATERIALLY ADVERSE
CONDITIONS UPON THE ACQUISITION OR THE RIGHTS OF THE LOAN PARTIES OR ITS
SUBSIDIARIES FREELY TO TRANSFER OR OTHERWISE DISPOSE OF, OR TO CREATE ANY
ENCUMBRANCE ON, ANY PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY ANY OF THEM.
5.4
BINDING EFFECT.
THIS AGREEMENT HAS