Common use of Governmental Authorization; Other Consents Clause in Contracts

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan each Credit Party of this Agreement or any other Loan Document other than Document, except for (i) those such approvals, consents, exemptions, authorizations, actions or notices that have already been obtained duly obtained, taken or made and are in full force and effect and (ii) filings to perfect the Liens created and consents contemplated by the Collateral DocumentsSecurity Documents or Section 5.14.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof to the extent specified in the Security Agreement) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan each Credit Party of this Agreement or any other Loan Document other than Document, except for (i) those such approvals, consents, exemptions, authorizations, actions or notices that have already been obtained duly obtained, taken or made and are in full force and effect and (ii) filings to perfect the Liens created and consents contemplated by the Collateral Documents.Security Documents or Section 5.14.‌

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that consents, authorizations, notices and filings described in Schedule 6.03, all of which have already been obtained and are or made or have the status described in full force and effect such Schedule 6.03 and (iib) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Financing Agreements to which such Person is a party, except for (ia) those that the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document Document, other than (ia) those such that have already been obtained and are in full force and effect effect, (b) those the failure of which could not reasonably be expected to have a Material Adverse Effect and (iic) filings with respect to perfect the Liens created by the Collateral Documentsexecution, SEC filings.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than to which such Person is a party, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party by the Borrower of this Agreement or any other Loan Document other than (i) those that Document, except as have already been obtained and are or made and, to the extent applicable, remain in full force and effect and (ii) for filings or recordings with respect to perfect the Liens created by the Collateral Documentsto be made, or otherwise delivered for filing and/or recordation, as of the Closing Date.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document to which it is a party other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person with respect to any Contractual Obligation is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings or the failure of which to perfect the Liens created by the Collateral Documentshave been obtained would not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the authorizations, approvals, actions, notices and filings which have already been obtained duly obtained, taken, given or made and are in full force and effect or (b) the filing of Uniform Commercial Code financing statements and (ii) filings the recording of Mortgages pursuant to perfect the Liens created by the Collateral Loan Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document (other than (i) those that have already any consent or approval which has been obtained and are is in full force and effect effect) and (ii) filings except to perfect the Liens created by extent the Collateral Documentsfailure to obtain the same could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required required, except as have been obtained or made and are in full force and effect, in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the Amended Credit Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentswhich such Loan Party is a party.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that Document, except with respect to notices which have already been obtained and are in full force and effect and (ii) filings given or where the failure to perfect obtain any of the Liens created by the Collateral Documentsforegoing would not have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Credit Agreement or any other Loan Document (other than (ia) those that as have already been obtained and are in full force and effect and (iib) filings to perfect security interests granted pursuant to the Liens created by the Collateral Loan Documents).

Governmental Authorization; Other Consents. No Except as has been obtained by the Borrower prior to the date of this Agreement, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect Document, or for the Liens created consummation of any of the transactions contemplated by any of the Collateral Loan Documents.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and (iib) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) the filing of any applicable notices under securities laws.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for perfection actions required to be taken under any Security Instrument (i) those that have already been obtained and are in full force and effect and (ii) filings subject to perfect any perfection actions not required to be taken pursuant to the Liens created by the Collateral Documentsprovisions of any Security Instrument).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document and, except as set forth on Schedule 5.03, no consent of any other than (i) those that Person is required in connection with the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document except any such consent the failure of which to obtain could not reasonably be expected to have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentsa Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) Document, except for filings or recordings with respect to perfect the Liens created by the Collateral Documentsto be made, or otherwise delivered for filing and/or recordation, as of the Closing Date.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) notices required by Law in connection with enforcement actions.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) except for such filings as may be necessary to perfect the Liens created by security interest of the Collateral DocumentsAgent in the Collateral.

Governmental Authorization; Other Consents. No Except for the filings, recordings and other actions necessary to create and perfect the Liens and security interests contemplated hereunder and under the other Credit Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Credit Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsCredit Document.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority Authority, or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.. 5.04

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents, or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Pledgor of this Security Agreement or any and the other Loan Document Documents to which it is a party other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentshereunder.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by by, or otherwise contemplated by, the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except (i) those that have already been obtained and are the filings referred to in full force and effect Section 5.20 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (ii) filings those that, if not obtained or made, would not reasonably be expected to perfect the Liens created by the Collateral Documentshave a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and effect, (ii) filings to perfect the Liens created by the Collateral Documents, and (iii) approvals, consents, exemptions, authorizations or other actions, notices or filings which are not material.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of any Loan Party of this Agreement Document or any other Loan Document Subsidiary of any Intercompany Debt Document, other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsDocuments in favor of the Administrative Agent and the Liens created by the Intercompany Debt Documents in favor of the Borrower.

Governmental Authorization; Other Consents. No approvalGovernmental Authorization, consent, exemption, authorization, or other action by, or and no notice to, to or filing with, any Governmental Authority is required to be made or obtained by any other Person is necessary or required in connection with Loan Party for the due execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than to which it is a party, except (ia) those that have already been obtained and are remain in full force and effect and disclosure filings that are required to be made with the SEC in connection with the transactions contemplated by the Loan Documents and (iib) for filings necessary to perfect the Liens created by pursuant to the Collateral Loan Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are Document, except for filings or recordings in full force and effect and (ii) filings to perfect respect of the Liens created pursuant to the Loan Documents and except as may be required, in connection with the disposition of any Collateral, by laws generally affecting the Collateral Documentsoffering and sale of securities.

Governmental Authorization; Other Consents. No Permit, approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document other than than: (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral Documents, or (c) actions necessary to comply with the Loan Documents on or after the Closing Date.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Credit Agreement or any other Loan Credit Document (other than (ia) those that as have already been obtained and are in full force and effect and (iib) filings to perfect security interests granted pursuant to the Liens created by the Collateral Credit Documents).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Investment Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) the filing of any applicable notices under securities laws.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan Document Document, other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsSecurity Documents and (iii) filings with the United States Securities and Exchange Commission pursuant to applicable Requirements of Law.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings approvals, consents, exemptions, authorizations, actions and notices the absence of which would not reasonably be expected to perfect the Liens created by the Collateral Documentsresult in a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person (other than filings under the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder) by any Loan Party is necessary or required in connection with the execution, delivery or performance by, or enforcement or exercise of rights or remedies against, any Loan Party of this Agreement or any other Loan Document other than (i) Document, except for those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentsobtained.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, other than than, (ia) those that have already been obtained and are in full force and effect and (iib) filings with the SEC (which filings, however, are not a condition to perfect the Liens created by the Collateral Documentssuch execution, delivery, performance or enforcement).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document other than (i) those that have already been obtained and are Document, except for filings in full force and effect and (ii) filings to perfect connection with the Liens created by the Collateral Documentsgranted pursuant hereto or thereto.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof as provided in the Intercreditor Agreement) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan each Credit Party of this Agreement or any other Loan Document other than Document, except for (i) those such approvals, consents, exemptions, authorizations, actions or notices that have already been obtained duly obtained, taken or made and are in full force and effect effect, and (ii) filings to perfect the Liens created and consents contemplated by the Collateral DocumentsSecurity Documents or Section 5.14.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any such Loan Party of this Agreement or any other Loan Document other than (i) those excluding approvals, consents, exemptions and authorizations that have already been obtained and are in full force and effect and those that, if not made or obtained, would not (iia) filings to perfect materially and adversely affect the Liens created by the Collateral Documentsvalidity or enforceability of any Loan Document or (b) result in a Default).

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other material action by, or material notice to, or material filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) any filing required to release Liens securing the Existing Credit Agreement.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) those that the failure to obtain could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, by the Borrower or enforcement against, any Loan Party the Guarantor of this Agreement or any other Loan Document other than (i) those that Document, except as have already been obtained and are or made and, to the extent applicable, remain in full force and effect and (ii) for filings or recordings with respect to perfect the Liens created by the Collateral Documentsto be made, or otherwise delivered for filing and/or recordation, as of the Closing Date.

Governmental Authorization; Other Consents. No Except for consents which have already been obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person which has not been obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsDocument.

Governmental Authorization; Other Consents. No Except for filings necessary to perfect and maintain Liens granted under the Loan Documents and other immaterial filings with any Governmental Authority, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect Document, or for the Liens created by consummation of the Collateral DocumentsTransactions.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and (iib) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) the filing of any applicable reports under securities laws.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, other than (i) those that any thereof as have already been obtained and are in full force and effect obtained, taken or made on or prior to the Closing Date and (ii) filings with the SEC to perfect the Liens created extent required by the Collateral DocumentsSecurities Exchange Act of 1934.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) such approvals, consents, exemptions, authorizations, actions, notices or filings that the failure to perfect the Liens created by the Collateral Documentsobtain could not reasonably be in expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that Document, or for the consummation of the Transaction, except for such items which the failure to make or obtain could not reasonably be expected to have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentsa Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party such Borrower of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.effect. 5.04

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Note Party of this Agreement or any other Loan Note Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) the filing of any applicable reports under securities laws.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof subject to the Intercreditor Agreement) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) Document, except those that have already been obtained and are in full force and effect and (ii) filings duly obtained, given or made or for which the failure to perfect the Liens created by the Collateral Documents.obtain or make would not reasonably be expected to have a Material Adverse Effect. 5.04

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Transaction Document (other than (i) those that as have already been obtained and are in full force and effect and (ii) filings to perfect security interests granted pursuant to the Liens created by the Collateral Transaction Documents).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except (ia) those that such as have already been obtained or made and are in full force and effect and (iib) filings necessary to perfect the Liens created by under the Collateral Loan Documents.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document other than (i) those that Document, except such filings as are required to be made with, and have already been obtained and are in full force and effect and (ii) filings to perfect been, or will be, made on a timely basis with, the Liens created by the Collateral DocumentsSEC.

Governmental Authorization; Other Consents. No Except for consents which have already been obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person (other than filings under the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder) which has not been obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsDocument.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, or (b) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, other than (i) those that authorizations, approvals, actions, notices and filings which have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentsduly obtained.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or with the consummation of the Transaction, other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Credit Agreement or any other Loan Credit Document (other than (i) those that as have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the second priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) Document, except for those that have already previously been obtained and are currently in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any ​ ​ ​ other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan each Credit Party of this Agreement or any other Loan Document other than Document, except for (i) those such approvals, consents, exemptions, authorizations, actions or notices that have already been obtained duly obtained, taken or made and are in full force and effect effect, and (ii) filings to perfect the Liens created and consents contemplated by the Collateral DocumentsSecurity Documents or Section 5.14.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that Document, except such as have already been obtained or made and are in full force and effect and (ii) filings except for any reports required to perfect the Liens created be filed by the Collateral DocumentsBorrower with the SEC and routine Tax filings).

Governmental Authorization; Other Consents. No Except for consents which have already been obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person (other than filings under the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder) which has not been obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.Document. 6.04

Governmental Authorization; Other Consents. No Except for filings necessary to perfect Liens granted under the Loan Documents and other immaterial filings with any Governmental Authority, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsDocument.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that which have already been made or obtained and are in full force and effect effect, (b) any filing of this Agreement with the SEC, and (iic) filings those for which the failure to perfect the Liens created by the Collateral Documentsobtain or make could not reasonably be expected to result in a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Investment Document other than (ia) those that have already been obtained and are in full force and effect and (iib) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, with any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No Except as set forth in Section 5, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Lien Grantor or the Collateral of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral DocumentsDocument.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization; Other Consents. No Except for the entry of the DIP Orders, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that Document, except for such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (having the priority set forth in the Intercreditor Agreement), or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those excluding approvals, consents, exemptions and authorizations that have already been obtained and are in full force and effect and those which, if not made or obtained, would not (iia) filings to perfect materially and adversely affect the Liens created by the Collateral Documentsvalidity or enforceability of any Loan Document or (b) result in a Default).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document Document, other than (i) those that have already been obtained and are in full force and effect and effect, (ii) filings to perfect the Liens created by the Collateral DocumentsDocuments and (iii) in connection with any enforcement action taken under the UCC.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been duly made or obtained and are remain in full force and effect and (ii) filings or those which, if not made or obtained, could not reasonably be expected to perfect the Liens created by the Collateral Documentshave a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained except for filings and are in full force and effect and (ii) filings recordings necessary to perfect the Liens created by under the Collateral DocumentsSecurity Instruments.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created Document, except as contemplated by the Collateral Loan Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and effect, (iib) filings to perfect the Liens created by the Collateral DocumentsDocuments and (c) required filings under the Securities Exchange Act of 1934.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorizationregistration with or consent or approval of, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or and performance by, or enforcement against, any Loan Party of this Agreement or any the other Loan Document Documents by the Borrower or the borrowings and each other extension of credit hereunder, other than (i) those that have already been obtained registrations, consents and approvals received prior to the date hereof and which are in full force and effect or such registrations, consents and (ii) filings approvals referred to perfect the Liens created by the Collateral Documentsin Section 5.01 hereof.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document other than (i) those that Document, except for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have already been obtained duly obtained, taken, given or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.effect. 5.04

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that filings and recordings necessary to perfect or maintain Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documentseffect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the Transactions (including the execution, delivery or performance by, or enforcement against, any Loan each Credit Party of this Agreement or any other each Loan Document other than (i) those that to which it is a party), except such as have already been obtained and are in full force and effect and (ii) filings to perfect including, without limitation, the Liens created by approval of the Collateral Documentsapplicable Department of each Insurance Subsidiary, if required).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (ia) those that have already been obtained and are in full force and effect and (iib) filings those that the failure to perfect the Liens created by the Collateral Documentsobtain could not reasonably be expected to result in a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than Document, except for (ia) those that the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof to the extent specified in the Security Documents) or (b) such as have already been obtained or made and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.effect. Section 5.04

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any each Loan Party of this Agreement or any other Loan Document to which it is a party other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.