COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ALL JURISDICTIONS IN WHICH EACH
LOAN PARTY IS QUALIFIED AND AUTHORIZED TO DO BUSINESS ARE SET FORTH ON SCHEDULE
5.3(C).
5.4
COMPLIANCE OF LOAN DOCUMENTS AND
BORROWINGS.
EXCEPT AS SET FORTH ON SCHEDULE 5.4, THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES OF THE LOAN
DOCUMENTS TO WHICH EACH SUCH PERSON IS A PARTY, THE BORROWINGS HEREUNDER AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY DO NOT AND WILL NOT, BY THE PASSAGE
OF TIME, THE GIVING OF NOTICE OR OTHERWISE, (A) REQUIRE ANY GOVERNMENTAL
APPROVAL OR VIOLATE ANY APPLICABLE LAW RELATING TO THE LOAN PARTIES OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES, (B) CONFLICT WITH, RESULT IN A BREACH OF OR
CONSTITUTE A DEFAULT UNDER THE ARTICLES OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE LOAN PARTIES OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES OR ANY MATERIAL CONTRACT TO WHICH SUCH PERSON IS A PARTY OR BY
WHICH ANY OF ITS PROPERTIES MAY BE BOUND OR ANY GOVERNMENTAL APPROVAL RELATING
TO SUCH PERSON OR (C) EXCEPT AS REQUIRED OR PERMITTED UNDER THE LOAN DOCUMENTS,
RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN UPON OR WITH RESPECT
TO ANY PROPERTY NOW OWNED OR HEREAFTER ACQUIRED BY SUCH PERSON.
47
5.5
COMPLIANCE WITH APPLICABLE LAW; GOVERNMENTAL
APPROVALS.
EACH OF THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES (A) HAS,
OR HAS THE RIGHT TO USE, ALL MATERIAL GOVERNMENTAL APPROVALS, INCLUDING THE
LICENSES, REQUIRED BY ANY APPLICABLE LAW FOR IT TO CONDUCT ITS BUSINESS, AND
(B) IS IN MATERIAL COMPLIANCE WITH EACH GOVERNMENTAL APPROVAL, INCLUDING THE
LICENSES, APPLICABLE TO IT AND IN COMPLIANCE WITH ALL OTHER APPLICABLE LAWS
RELATING TO IT OR ANY OF ITS RESPECTIVE PROPERTIES THE VIOLATION OF WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.6
TAX RETURNS AND PAYMENTS.
EACH OF THE LOAN
PARTIES AND THEIR RESPECTIVE SUBSIDIARIES HAVE DULY FILED OR CAUSED TO BE FILED
ALL FEDERAL AND ALL MATERIAL STATE, LOCAL AND OTHER TAX RETURNS REQUIRED BY
APPLICABLE LAW TO BE FILED, AND HAS PAID, OR MADE ADEQUATE PROVISION FOR THE
PAYMENT OF, ALL FEDERAL AND ALL MATERIAL STATE, LOCAL AND OTHER TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES UPON IT AND ITS PROPERTY, INCOME,
PROFITS AND ASSETS WHICH ARE DUE AND PAYABLE, EXCEPT WHERE THE PAYMENT OF SUCH
TAX IS BEING DILIGENTLY CONTESTED IN GOOD FAITH AND ADEQUATE RESERVES THEREFOR
HAVE BEEN ESTABLISHED IN COMPLIANCE WITH GAAP.
THE CHARGES, ACCRUALS AND
RESERVES ON THE BOOKS OF THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES IN
RESPECT OF FEDERAL, STATE, LOCAL AND OTHER TAXES FOR ALL FISCAL YEARS AND
PORTIONS THEREOF ARE, IN THE JUDGMENT OF THE LOAN PARTIES, ADEQUATE, AND NEITHER
THE LOAN PARTIES NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES ANTICIPATE ANY
ADDITIONAL MATERIAL TAXES OR ASSESSMENTS FOR ANY OF SUCH YEARS.
5.7
ENVIRONMENTAL MATTERS.
EACH OF THE LOAN
PARTIES AND THEIR RESPECTIVE SUBSIDIARIES IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS,