Common use of Governmental Authorization; Permits Clause in Contracts

Governmental 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 any Credit Party 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 that would be required in respect of the leases referred to in clause (iii) of SECTION 5.3, and (iii) consents the failure to obtain which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each Credit Party 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 could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.