AUTHORIZATION AND VALIDITY.
EACH CREDIT PARTY HAS THE REQUISITE
CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE CASE MAY BE, POWER
AND AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY AND TO PERFORM ITS OBLIGATIONS THEREUNDER.
THE EXECUTION AND
DELIVERY BY EACH CREDIT PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND
THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER HAVE BEEN DULY AUTHORIZED BY
REQUISITE CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE CASE MAY
BE, PROCEEDINGS, AND THE LOAN DOCUMENTS TO WHICH EACH CREDIT PARTY IS A PARTY
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH CREDIT PARTY ENFORCEABLE
AGAINST SUCH CREDIT PARTY IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY (I) BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCES, REORGANIZATION OR SIMILAR LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY; (II) GENERAL EQUITABLE PRINCIPLES
(WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW); AND (III) REQUIREMENTS
OF REASONABLENESS, GOOD FAITH AND FAIR DEALING.
5.3.
NO CONFLICT; GOVERNMENT CONSENT.
NEITHER THE EXECUTION AND
DELIVERY BY ANY CREDIT PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, NOR
THE CONSUMMATION BY SUCH CREDIT PARTY OF THE TRANSACTIONS THEREIN CONTEMPLATED,
NOR COMPLIANCE BY SUCH CREDIT PARTY WITH THE PROVISIONS THEREOF WILL VIOLATE (I)
ANY APPLICABLE LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE
OR AWARD BINDING ON SUCH CREDIT PARTY OR (II) SUCH CREDIT PARTY'S ARTICLES OR
CERTIFICATE OF INCORPORATION, PARTNERSHIP AGREEMENT, CERTIFICATE OF PARTNERSHIP,
ARTICLES OR CERTIFICATE OF ORGANIZATION, BY-LAWS, OR OPERATING AGREEMENT OR
OTHER MANAGEMENT AGREEMENT, AS THE CASE MAY BE, OR (III) THE PROVISIONS OF ANY
INDENTURE OR MATERIAL INSTRUMENT OR AGREEMENT TO WHICH SUCH CREDIT PARTY IS A
PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS PROPERTY, MAY BE BOUND OR AFFECTED,
OR CONFLICT WITH, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN OR REQUIRE, THE
CREATION OR IMPOSITION OF ANY LIEN IN, OF OR ON THE PROPERTY OF SUCH CREDIT
PARTY PURSUANT TO THE TERMS OF ANY SUCH INDENTURE OR MATERIAL INSTRUMENT OR
AGREEMENT (OTHER THAN ANY LIEN OF THE AGENT ON BEHALF OF THE HOLDERS OF SECURED
OBLIGATIONS).
OTHER THAN THE FILING OF UCC FINANCING STATEMENTS AND
INTELLECTUAL PROPERTY-RELATED FILINGS IN THE APPLICABLE FILING OFFICES TO
PERFECT THE LIENS OF THE
43
AGENT IN FAVOR OF THE HOLDERS OF SECURED OBLIGATIONS GRANTED PURSUANT TO THE
LOAN DOCUMENTS, NO ORDER, CONSENT, ADJUDICATION, APPROVAL, LICENSE,
AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH, OR
EXEMPTION BY, OR OTHER ACTION IN RESPECT OF ANY GOVERNMENTAL OR PUBLIC BODY OR
AUTHORITY, OR ANY SUBDIVISION THEREOF, WHICH HAS NOT BEEN OBTAINED BY ANY CREDIT
PARTY, IS REQUIRED TO BE OBTAINED BY SUCH CREDIT PARTY IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, THE BORROWINGS UNDER THIS
AGREEMENT, THE PAYMENT AND PERFORMANCE BY THE CREDIT PARTIES OF THE OBLIGATIONS
OR THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY OF THE LOAN
DOCUMENTS EXCEPT WHERE THE