Common use of Governmental Approvals; Third Party Consents Clause in Contracts

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent(a) Subject to the terms and conditions set forth in this Agreement, orderand except where a different standard of effort is provided for in this Agreement, authorization each of the parties hereto shall use (and cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or approval cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including (i) preparing and filing, as promptly as practicable, all applications, notices, petitions, filings and other requests necessary to obtain all required waivers, consents and approvals, including the Jefferies Approvals and the Leucadia Approvals, from Governmental Entities, (ii) to the extent not prohibited by applicable Law, providing information to the other regarding itself, its Affiliates and its and their respective businesses as may be reasonably requested by the other party in connection with obtaining such waivers, consents and approvals, (iii) responding as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, (iv) determining which filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or Entities in connection with the Security Documents execution and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) Agreement and the consummation of the transactions contemplated hereby or thereby. At Transactions, (v) subject to applicable legal limitations and the time instructions of any Governmental Entity, keep each other apprised of the making status of matters relating to the completion of the AdvancesTransactions, no authorization or approval including promptly furnishing the other with copies of notices or other action bycommunications received by Jefferies or Leucadia, and no notice to as the case may be, or filing withany of their respective Subsidiaries, from any third party or any Governmental Authority or Person will be required for Entity with respect to such transactions and (vi) executing and delivering any additional instruments necessary to consummate the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security DocumentsTransactions.

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors Parent of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent LimitationDocuments) is required for (a) the ownership, operation and maintenance of the Borrower’s 's or its Subsidiaries’ or any Holdco Entity’s ' Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) Notes, or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, or the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent(a) Subject to the terms and conditions set forth herein, ordereach of Buyer, authorization or approval or other action bySeller and the Company shall, and no notice shall cause their Affiliates to, use all their respective best efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective best efforts to (i) as promptly as practicable, take, or filing withcause to be taken, all appropriate action, and do, or cause to be done, all things reasonably necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Authority Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, or any Person of their respective Affiliates or Gaming Representatives or any of their respective Affiliates’ Gaming Representatives, as applicable, in the case of clauses (other than prior to the Investment Grade Datei) or (ii), (x) the filings and notices required under or in connection with the Security Documents authorization, execution and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, and (iii) no later than thirty (30) days from the date of this Agreement, make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”). At The Parties and their respective Representatives and Affiliates shall (x) in reasonable consultation, and in no event later than ten (10) Business Days after the time date of this Agreement with respect to all Governmental Approvals, file all required initial applications and documents in connection with obtaining the Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the Governmental Approvals, including using all commercially reasonable efforts to obtain early termination of the making waiting period under the HSR Act as promptly as practicable following the execution and delivery of the Advances, no authorization or approval or other action bythis Agreement, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (z) cooperate with each other than filings and notices required under or in connection with the Security Documents). Prior making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any of its Representatives, on the one hand, and any Governmental Entity, on the other, with respect to this Agreement and the transactions contemplated by this Agreement, other than finding of suitability applications, to the Investment Grade Dateother Party and its advisors (provided, however, that copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) prior to filing such documents and, if requested, accepting the reasonable additions, deletions or changes suggested in connection therewith. Each of Buyer, Seller and the Company and any applicable Affiliate shall use all their respective commercially reasonable efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and, in Buyer’s sole judgment and Buyer’s belief that Seller’s participation in any such meeting will be a material element of such meeting, an opportunity to participate in all meetings and other proceedings between Buyer and Governmental Entities regarding the Governmental Approvals. From the date of this Agreement and until the Closing, Buyer shall provide Seller with a written update of the status of obtaining the Government Approvals no consentless frequently than bi-weekly. Buyer and Seller shall have the right to review in advance and, orderin each case, authorization to the extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding, all information relating to Buyer or approval or other action bySeller, as the case may be, and no notice to any of their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any Person (other than the filings and notices required under or Entity in connection with the Security Documentstransactions contemplated by this Agreement; provided, however, that Buyer shall not be required to provide finding of suitability applications for Seller’s review; and; provided, further, that copies shall be provided to only the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and; provided, further, that either Party may use without prior consultation materials appearing in either Party’s, or their respective Affiliates’, filings with the United States Securities and Exchange Commission. Without limiting the foregoing, the Parties will notify each other promptly of the receipt of comments or requests for information from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) is required for and will supply the foreclosure other parties with copies of all correspondence between the notifying Party or exercise any of remedies by its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided, however, that copies shall be provided to only the Administrative Agent under other Party’s outside counsel or on a redacted basis if and to the Security Documents.extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege. EXECUTION VERSION

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, or the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no No consent, ,order, authorization Xxxxx Energy Partners -Operating L.P. Credit Agreement or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent LimitationDocuments) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, or the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent(a) Subject to the terms and conditions set forth herein, ordereach of Parent, authorization or approval or other action byBuyer and Seller shall, and no notice shall cause their Affiliates to, use all their respective commercially reasonable efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective commercially reasonable efforts to (i) as promptly as practicable, take, or filing withcause to be taken, all appropriate action, and do, or cause to be done, all things reasonably necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Authority Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, Parent or any Person of their respective Affiliates or Gaming Representatives or any of their respective Affiliates’ Gaming Representatives, as applicable, in the case of clauses (other than prior to the Investment Grade Datei) or (ii), (x) the filings and notices required under or in connection with the Security Documents authorization, execution and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, and (iii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”). At The Parties and their respective Representatives and Affiliates shall (x) in reasonable consultation, and in no event later than ten (10) Business Days after the time date of this Agreement (with respect to all Governmental Approvals, file all required initial applications and documents in connection with obtaining the Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the Governmental Approvals, including using all commercially reasonable efforts to obtain early termination of the making waiting period under the HSR Act as promptly as practicable following the execution and delivery of the Advances, no authorization or approval or other action bythis Agreement, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (z) cooperate with each other than filings and notices required under or in connection with the Security Documents). Prior making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any of its Representatives, on the one hand, and any Governmental Entity, on the other, with respect to this Agreement and the transactions contemplated by this Agreement, other than finding of suitability applications, to the Investment Grade Dateother Party and its advisors (provided, no consenthowever, orderthat copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) prior to filing such documents and, authorization if requested, accepting the reasonable additions, deletions or approval changes suggested in connection therewith. Each of Parent, Buyer, Seller and the Company and any applicable Affiliate shall use all their respective commercially reasonable efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and, in Buyer’s sole judgment and Buyer’s belief that Seller’s participation in any such meeting will be a material element of such meeting, an opportunity to participate in all meetings and other action byproceedings between Buyer or Parent and Governmental Entities regarding the Governmental Approvals. From the date of this Agreement and until the Closing, Buyer shall, and Parent shall cause Buyer to, provide Seller with a written update of the status of obtaining the Government Approvals no notice less frequently than bi-weekly. Buyer and Seller shall have the right to review in advance and, in each case, to the extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding, all information relating to Buyer or Seller, as the case may be, and any of their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any Person (other than the filings and notices required under or Entity in connection with the Security Documents) is transactions contemplated by this Agreement; provided, however, that Buyer shall not be required to provide finding of suitability applications for Seller’s review; and; provided, further, that copies shall be provided to only the foreclosure other Party’s outside counsel or exercise on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of remedies by the Administrative Agent under the Security Documents.sensitive business information or legal privilege; and; provided, further, that either Party may use without prior consultation materials appearing in either Party’s, or their respective Affiliates’, filings with the

Governmental Approvals; Third Party Consents. No consent(a) Subject to the terms and conditions set forth herein, ordereach of Parent, authorization or approval or other action byBuyer and Seller shall, and no notice shall cause their Affiliates to, use all their respective commercially reasonable efforts, and shall cause their respective Affiliates to cooperate with the other Parties to use all their respective commercially reasonable efforts to (i) as promptly as practicable, take, or filing withcause to be taken, all appropriate action, and do, or cause to be done, all things reasonably necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Authority Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, Parent or any Person of their respective Affiliates or Gaming Representatives or any of their respective Affiliates' Gaming Representatives, as applicable, in the case of clauses (other than prior to the Investment Grade Datei) or (ii), (x) the filings and notices required under or in connection with the Security Documents authorization, execution and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) Agreement and the consummation of the transactions contemplated hereby or therebyby this Agreement, and (iii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to this Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the transactions contemplated by this Agreement (collectively, the "Governmental Approvals"). At The Parties and their respective Representatives and Affiliates shall (x) in reasonable consultation, and in no event later than ten (10) Business Days after the time date of this Agreement (with respect to all Governmental Approvals, file all required initial applications and documents in connection with obtaining the Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the Governmental Approvals, including using all commercially reasonable efforts to obtain early termination of the making waiting period under the HSR Act as promptly as practicable following the execution and delivery of the Advances, no authorization or approval or other action bythis Agreement, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (z) cooperate with each other than filings and notices required under or in connection with the Security Documents). Prior making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any of its Representatives, on the one hand, and any Governmental Entity, on the other, with respect to this Agreement and the transactions contemplated by this Agreement, other than finding of suitability applications, to the Investment Grade Dateother Party and its advisors (provided, no consenthowever, orderthat copies shall be provided only to the other Party's outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) prior to filing such documents and, authorization if requested, accepting the reasonable additions, deletions or approval changes suggested in connection therewith. Each of Parent, Buyer, Seller and the Company and any applicable Affiliate shall use all their respective commercially reasonable efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and, in Buyer's sole judgment and Buyer's belief that Seller's participation in any such meeting will be a material element of such meeting, an opportunity to participate in all meetings and other action byproceedings between Buyer or Parent and Governmental Entities regarding the Governmental Approvals. From the date of this Agreement and until the Closing, Buyer shall, and Parent shall cause Buyer to, provide Seller with a written update of the status of obtaining the Government Approvals no notice less frequently than bi-weekly. Buyer and Seller shall have the right to review in advance and, in each case, to the extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding, all information relating to Buyer or Seller, as the case may be, and any of their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any Person (other than the filings and notices required under or Entity in connection with the Security Documentstransactions contemplated by this Agreement; provided, however, that Buyer shall not be required to provide finding of suitability applications for Seller's review; and; provided, further, that copies shall be provided to only the other Party's outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and; provided, further, that either Party may use without prior consultation materials appearing in either Party's, or their respective Affiliates', filings with the United States Securities and Exchange Commission. Without limiting the foregoing, the Parties will notify each other promptly of the receipt of comments or requests for information from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) is required for and will supply the foreclosure other parties with copies of all correspondence between the notifying Party or exercise any of remedies by its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided, however, that copies shall be provided to only the Administrative Agent under other Party's outside counsel or on a redacted basis if and to the Security Documentsextent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege.

Governmental Approvals; Third Party Consents. No consent(a) Subject to the terms and conditions set forth herein, ordereach of Parent, authorization or approval or other action byBuyer and Seller shall, and no notice shall cause their Affiliates to, use their respective reasonable best efforts, and shall cause their respective Affiliates to cooperate with the other parties hereto to use their respective reasonable best efforts to (i) as promptly as practicable, take, or filing withcause to be taken, all appropriate action, and do, or cause to be done, all things reasonably necessary under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Authority Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer, Parent or any Person of their respective Affiliates or any of their respective Representatives, as applicable, in the case of clauses (other than prior to the Investment Grade Datei) or (ii), (x) the filings and notices required under or in connection with the Security Documents authorization, execution and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) Agreement and the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action byhereby, and no notice (iii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to or filing withthis Agreement, as required in order to obtain all approvals of Governmental Entities required under (A) the Gaming Laws, (B) Antitrust Laws, including the HSR Act, and (C) any Governmental Authority or Person will be required for the making ofother applicable Law, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Dateincluding any applicable liquor licensing Laws (collectively, the granting “Governmental Approvals”). The parties hereto and their respective Representatives and Affiliates shall (x) in reasonable consultation, and in no event later than ten (10) Business Days after the date of the Liens under the Security Documents this Agreement (with respect to all Governmental Approvals other than filings liquor licenses, which shall be filed within 30 days after the date of this Agreement), file all required initial applications and notices required documents in connection with obtaining the Governmental Approvals (including under or applicable Gaming Laws), (y) act diligently to pursue the Governmental Approvals and (z) cooperate with each other in connection with the Security Documents). Prior making of all filings referenced in the preceding sentence, including providing copies of material documents other than finding of suitability applications to the Investment Grade Dateother party and its advisors (provided; however; that copies shall be provided only to the other party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege) prior to filing such documents and if requested accepting the reasonable additions, no consentdeletions or changes suggested in connection therewith. Each of Parent, orderBuyer and Seller and any applicable Affiliate shall use their reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Seller and its counsel shall have reasonable notice of and an opportunity to participate in the initial meeting between Buyer and the Mississippi Gaming Commission following the date hereof. Seller and its counsel shall have reasonable notice of and, authorization in Buyer’s reasonable judgment, an opportunity to participate in all other meetings and other proceedings between Buyer or approval Parent and Governmental Entities regarding the Governmental Approvals. Buyer and Seller shall have the right to review in advance and, in each case, to the extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), each party will consult the other party hereto regarding all the information relating to Buyer or other action bySeller, as the case may be, and no notice to any of their respective Affiliates or Representatives that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any Person (other than the filings and notices required under or Entity in connection with the Security Documentstransactions contemplated by this Agreement; provided that Buyer shall not be required to provide finding of suitability applications for Seller’s review; and provided; further that copies shall be provided to only the other party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege. Without limiting the foregoing, the parties will notify each other promptly of the receipt of comments or requests from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) is required for and will supply the foreclosure other parties with copies of all correspondence between the notifying party or exercise any of remedies by its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided; however; that copies shall be provided to only the Administrative Agent under other party’s outside counsel or on a redacted basis if and to the Security Documentsextent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege.

Governmental Approvals; Third Party Consents. No consent(a) Subject to the terms and conditions set forth herein, order, authorization or approval or other action byeach of Buyer and Seller shall, and no notice shall cause their Affiliates to, use all their respective reasonable best efforts, and shall cause their respective Affiliates to or filing with, cooperate with the other Parties to use all their respective reasonable best efforts to (i) obtain from any Governmental Authority Entities any findings, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller, the Company, Buyer or any Person (other than prior to the Investment Grade Dateof their respective Affiliates or Gaming Representatives or any of their respective Affiliates’ Gaming Representatives, (x) the filings and notices required under or as applicable, in connection with the Security Documents authorization, execution and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) Agreement and the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action byhereby, and no notice (ii) make all necessary filings, as applicable, and thereafter make any other required submissions with respect to or filing withthis Agreement and the transactions contemplated by this Agreement, as required in order to obtain all approvals, including Gaming Approvals, of Governmental Entities required under the Gaming Laws and any Governmental Authority or Person will be required for other applicable Law, including any applicable liquor licensing Laws, to consummate and make effective the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Datetransactions contemplated by this Agreement (collectively, the granting “Governmental Approvals”). The Parties and their respective Representatives and Affiliates shall (x) in reasonable consultation, and in no event later than 30 Business Days after the date of this Agreement, file all required initial applications and documents in connection with obtaining the Liens Governmental Approvals (including Gaming Approvals under applicable Gaming Laws), (y) act diligently to pursue the Security Documents Governmental Approvals, as promptly as practicable following the execution and delivery of this Agreement, and (z) cooperate with each other than filings and notices required under or in connection with the Security Documents). Prior making of all filings referenced in the preceding sentence, including furnishing to each other upon request all such information and assistance as another Party may reasonably request in connection with such filings or submissions and providing copies of material documents, correspondence, filings, or communications (or memoranda setting forth the substance thereof) between a Party or any of its Representatives, on the one hand, and any Governmental Entity, on the other, with respect to this Agreement and the transactions contemplated by this Agreement, other than finding of suitability applications, to the Investment Grade Dateother Party and its advisors (provided, however, that copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business and personal information or legal privilege) prior to filing such documents and, if requested, accepting the reasonable additions, deletions or changes suggested in connection therewith. Each of Buyer, Seller and the Company and any applicable Affiliate shall use all their respective commercially reasonable efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as reasonably practicable. Buyer shall provide Seller and its counsel reasonable notice of meetings and other proceedings between Buyer and Governmental Entities regarding the Governmental Approvals. Seller shall be allowed to attend any hearings as long as permitted by the Governmental Entities. From the date of this Agreement and until the Closing, Buyer shall provide Seller with a written update of the status of obtaining the Government Approvals upon request of Seller and in any event, no consentless frequently than once every 30-day period. Buyer and Seller shall have the right to review in advance and, orderin each case, authorization to the extent practicable and permitted by applicable Laws relating to the exchange of information (including Antitrust Laws and the Gaming Laws), each Party will consult the other Party regarding all information relating to Buyer or approval or other action bySeller, as the case may be, and no notice to any of their respective Affiliates or Representatives, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any Person (other than the filings and notices required under or Entity in connection with the Security Documentstransactions contemplated by this Agreement; provided, however, that Buyer shall not be required to provide finding of suitability applications for Seller’s review; and provided, further, that copies shall be provided only to the other Party’s outside counsel or on a redacted basis if and to the extent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege; and provided, further, that either Party may use without prior consultation materials appearing in either Party’s, or their respective Affiliates’, filings with the United States Securities and Exchange Commission, if applicable. Without limiting the foregoing, the Parties will notify each other promptly of the receipt of comments or requests for information from Governmental Entities relating to any Governmental Approvals (other than finding of suitability applications) is required for and will supply the foreclosure other parties with copies of all correspondence between the notifying Party or exercise any of remedies by its Representatives and Governmental Entities with respect to Governmental Approvals (other than finding of suitability applications); provided, however, that copies shall be provided to only the Administrative Agent under other Party’s outside counsel or on a redacted basis if and to the Security Documentsextent reasonably necessary to preserve the confidentiality of sensitive business information or legal privilege.

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent LimitationDocuments) is required for (a) the ownership, operation and maintenance of the Borrower’s 's or its Subsidiaries’ or any Holdco Entity’s ' Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Dateinitial Borrowing) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement, the Notes (if any) Notes, or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Dateinitial Borrowing, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, or the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. No consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or in connection with the Security Documents and (y) other than consents related to any real property interest that is subject to the Third Party Consent Limitation) is required for (a) the ownership, operation and maintenance of the Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, except for (i) such consents, orders, authorizations, approvals, other actions, notices and filings as have been (or will be prior to the Effective Date) duly obtained, taken, given or made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) the due execution, delivery and performance by the Borrower or the Guarantors of 55 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement this Agreement, the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be obtained, taken, given or made prior to the Effective Date, or (c) the consummation of the transactions contemplated hereby or thereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the granting of the Liens under the Security Documents (other than filings and notices required under or in connection with the Security Documents). Prior to the Investment Grade Date, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any Person (other than the filings and notices required under or in connection with the Security Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.