DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION OF THE RELATED
TRANSACTIONS AND OTHER TRANSACTIONS CONTEMPLATED THEREIN (I) ARE WITHIN SUCH
LOAN PARTY'S CORPORATE OR SIMILAR POWERS AND, AT THE TIME OF EXECUTION THEREOF,
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND SIMILAR ACTION
(INCLUDING, IF APPLICABLE, CONSENT OF HOLDERS OF ITS SECURITIES), (II) DO NOT
(A) CONTRAVENE SUCH LOAN PARTY'S CONSTITUENT DOCUMENTS, (B) VIOLATE ANY
APPLICABLE REQUIREMENT OF LAW, (C) CONFLICT WITH, CONTRAVENE, CONSTITUTE A
DEFAULT OR BREACH UNDER, OR RESULT IN OR PERMIT THE TERMINATION OR ACCELERATION
OF, ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES (INCLUDING ANY OTHER CANADIAN FACILITY LOAN DOCUMENTS OR LOAN
DOCUMENTS) OTHER THAN THOSE THAT WOULD NOT, IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT AND ARE NOT CREATED OR CAUSED BY, OR A CONFLICT, BREACH, DEFAULT
OR TERMINATION OR ACCELERATION EVENT UNDER, ANY LOAN DOCUMENT OR (D) RESULT IN
THE IMPOSITION OF ANY LIEN (OTHER THAN A PERMITTED LIEN) UPON ANY PROPERTY OF
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES AND (III) DO NOT REQUIRE ANY PERMIT
OF, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY CONSENT OF, OR NOTICE TO,
ANY PERSON, OTHER THAN (A) WITH RESPECT TO THE LOAN DOCUMENTS, THE FILINGS
REQUIRED TO PERFECT THE LIENS CREATED BY THE LOAN DOCUMENTS, AND (B) THOSE
LISTED ON SCHEDULE 4.2 AND THAT HAVE BEEN, OR WILL BE PRIOR TO THE CLOSING DATE,
OBTAINED OR MADE, COPIES OF WHICH HAVE BEEN, OR WILL BE PRIOR TO THE CLOSING
DATE, DELIVERED TO THE ADMINISTRATIVE AGENT, AND EACH OF WHICH ON THE CLOSING
DATE WILL BE IN FULL FORCE AND EFFECT.
(b)
Due Execution and Delivery.
From and after its delivery to the
Administrative Agent, each Loan Document and Related Document has been duly
executed and delivered to the other parties thereto by each Loan Party party
thereto, is the legal, valid and binding obligation of such Loan Party and is
enforceable against such Loan Party in accordance with its terms.
4.3
OWNERSHIP OF GROUP MEMBERS.
SET FORTH ON SCHEDULE 4.3 IS A
COMPLETE AND ACCURATE LIST SHOWING, AS OF THE CLOSING DATE, FOR EACH GROUP
MEMBER AND EACH SUBSIDIARY OF ANY GROUP MEMBER AND EACH JOINT VENTURE OF ANY OF
THEM, ITS JURISDICTION OF ORGANIZATION, THE NUMBER OF SHARES OF EACH CLASS OF
STOCK AUTHORIZED (IF APPLICABLE), THE NUMBER OUTSTANDING ON THE CLOSING DATE AND
THE NUMBER AND PERCENTAGE OF THE OUTSTANDING SHARES OF EACH SUCH CLASS OWNED
(DIRECTLY OR INDIRECTLY) BY THE BORROWER OR HOLDINGS.
ALL OUTSTANDING STOCK OF
EACH OF THEM HAS BEEN VALIDLY ISSUED, IS FULLY PAID AND NON-ASSESSABLE (TO THE
EXTENT APPLICABLE) AND, EXCEPT IN THE CASE OF HOLDINGS, IS
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OWNED BENEFICIALLY AND OF RECORD BY A GROUP MEMBER (OR, IN THE CASE OF THE
BORROWER, BY HOLDINGS) FREE AND CLEAR OF ALL LIENS OTHER THAN THE SECURITY
INTERESTS CREATED BY THE LOAN DOCUMENTS AND, IN THE CASE OF JOINT VENTURES,
PERMITTED LIENS.
THERE ARE NO STOCK EQUIVALENTS