ITS
BUSINESS AS CURRENTLY CONDUCTED; EXCEPT IN EACH CASE REFERRED TO IN CLAUSE (C),
(D) OR (E), TO THE EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.02
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH LOAN PARTY OF EACH LOAN DOCUMENT TO WHICH SUCH PERSON IS A
PARTY, AND THE CONSUMMATION OF THE TRANSACTION, ARE WITHIN SUCH LOAN PARTY'S
CORPORATE OR OTHER POWERS, 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 (OTHER THAN AS
PERMITTED BY SECTION 7.01), 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 MATERIAL
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
MATERIAL LAW; EXCEPT WITH RESPECT TO ANY CONFLICT, BREACH OR CONTRAVENTION OR
PAYMENT (BUT NOT CREATION OF LIENS) REFERRED TO IN CLAUSE (B)(I), TO THE EXTENT
THAT SUCH CONFLICT, BREACH, CONTRAVENTION OR PAYMENT COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
NO MATERIAL
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 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 PRIORITY THEREOF) OR (D) THE EXERCISE BY THE ADMINISTRATIVE AGENT
OR ANY LENDER OF ITS RIGHTS UNDER THE
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LOAN DOCUMENTS OR THE REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THE
COLLATERAL DOCUMENTS, EXCEPT FOR (I) FILINGS NECESSARY TO PERFECT THE LIENS ON
THE COLLATERAL GRANTED BY THE LOAN PARTIES IN FAVOR OF THE SECURED PARTIES, (II)
THE APPROVALS, CONSENTS, EXEMPTIONS, AUTHORIZATIONS, ACTIONS, NOTICES AND
FILINGS WHICH HAVE BEEN DULY OBTAINED, TAKEN, GIVEN OR MADE AND ARE IN FULL
FORCE AND EFFECT AND (III) THOSE APPROVALS, CONSENTS, EXEMPTIONS, AUTHORIZATIONS
OR OTHER ACTIONS, NOTICES OR FILINGS, THE FAILURE OF WHICH TO OBTAIN OR MAKE
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.04
BINDING EFFECT.
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS PARTY THERETO.
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT CONSTITUTES, A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST EACH LOAN PARTY THAT