is a party, by which it or any of its properties is bound
or to which it is subject, or (iv) except for the Liens granted in favor of the
Administrative Agent pursuant to the Security Documents and other Permitted
Liens, result in or require the creation or imposition of any Lien upon any of
its properties, revenues or assets; except, in the case of clauses (ii) and
(iii) above, where such violations or conflicts would not, individually or in
the aggregate, be reasonably likely to have a Material Adverse Effect.
5.4
GOVERNMENTAL AND THIRD-PARTY AUTHORIZATION; PERMITS.
(A)
NO CONSENT, APPROVAL, AUTHORIZATION OR OTHER ACTION BY, NOTICE TO,
OR REGISTRATION OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON IS OR
WILL BE REQUIRED AS A CONDITION TO OR OTHERWISE IN CONNECTION WITH THE DUE
EXECUTION, DELIVERY AND PERFORMANCE BY EACH OF THE CREDIT PARTIES OF THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY
OR THE LEGALITY, VALIDITY OR ENFORCEABILITY HEREOF OR THEREOF, OTHER THAN
(I) FILINGS OF UNIFORM COMMERCIAL CODE FINANCING STATEMENTS AND OTHER
INSTRUMENTS AND ACTIONS NECESSARY TO PERFECT THE LIENS CREATED BY THE SECURITY
DOCUMENTS, (II) CONSENTS, AUTHORIZATIONS AND FILINGS THAT HAVE BEEN (OR ON OR
PRIOR TO THE CLOSING DATE WILL HAVE BEEN) MADE OR OBTAINED AND THAT ARE (OR ON
THE CLOSING DATE WILL BE) IN FULL FORCE AND EFFECT, WHICH CONSENTS,
AUTHORIZATIONS AND FILINGS ARE LISTED ON SCHEDULE 5.4, (III) THE FILING OF A
FORM 8-K WITH THE SECURITIES AND EXCHANGE COMMISSION DESCRIBING THE EXECUTION OF
THIS AGREEMENT, AND (IV) CONSENTS AND FILINGS THE FAILURE TO OBTAIN OR MAKE
WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, BE REASONABLY LIKELY TO HAVE
A MATERIAL ADVERSE EFFECT.
(B)
EACH OF THE CREDIT PARTIES HAS, AND IS IN GOOD STANDING WITH
RESPECT TO, ALL GOVERNMENTAL APPROVALS, LICENSES, PERMITS AND AUTHORIZATIONS
NECESSARY TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED AND TO OWN OR LEASE AND
OPERATE ITS PROPERTIES, EXCEPT FOR THOSE THE FAILURE TO OBTAIN WHICH WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, BE REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
5.5
Litigation. There are no actions, investigations, suits or
proceedings pending or, to the knowledge of the Borrower, threatened, at law, in
equity or in arbitration, before any court, other Governmental Authority or
other Person, (i) against or affecting any of the Credit Parties or any of their
respective properties that would, if adversely determined, be reasonably likely
to have a Material Adverse Effect, or (ii) with respect to this Agreement, any
of the other Credit Documents or any of the transactions contemplated hereby or
thereby.
5.6
Taxes. Each of the Credit Parties has timely filed all material
federal, state, local and foreign tax returns and reports required to be filed
by it and has paid, prior to the date on which penalties would attach thereto or
a Lien would attach to any of the properties of a Credit Party if unpaid, all
taxes, assessments,