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
45
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 FAILURE TO SO MAKE OR OBTAIN, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.4.
FINANCIAL STATEMENTS.
THE DECEMBER 31, 2004 CONSOLIDATED
FINANCIAL STATEMENTS OF THE PARENT AND ITS SUBSIDIARIES HERETOFORE DELIVERED TO
THE AGENT AND THE LENDERS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES IN EFFECT ON THE DATE SUCH STATEMENTS WERE PREPARED AND
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION AND
OPERATIONS OF THE PARENT AND ITS SUBSIDIARIES AT SUCH DATE AND THE CONSOLIDATED
RESULTS OF THEIR OPERATIONS FOR THE PERIOD THEN ENDED.
5.5.
MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 31, 2004, EXCEPT AS
DISCLOSED IN THE IDENTIFIED DISCLOSURE DOCUMENTS, THERE HAS BEEN NO CHANGE IN
THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, PROPERTIES OR
PROSPECTS OF THE PARENT AND ITS SUBSIDIARIES TAKEN AS A WHOLE, OR THE BORROWER
AND ITS SUBSIDIARIES TAKEN AS A WHOLE, WHICH WOULD REASONABLY BE EXPECTED TO
HAVE A