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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03 of the Disclosure Schedules, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transactions have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the TransactionTransactions, (bii) the grant by any Loan Party the Borrower of the Liens granted by it pursuant to the Collateral Loan Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Loan Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (div) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (iA) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iiB) authorizations, approvals, actions, notices and filings which are not required by the express terms of the Loan Documents to be taken or delivered by the extent that Borrower as of the failure of Closing Date. All applicable waiting periods in connection with the Transactions have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transactions or the rights of the Borrower freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by it.

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 or Transfer Document Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings which (i) have been duly obtained, taken, given or made and are in full force and effect and or (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly are being filed obtained, taken, givengiven or made in connection with the Loan Documents. All applicable waiting periods in connection with the Transactions have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Restricted Subsidiaries freely to transfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrancesas the case may be) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise Dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

Governmental Authorization; Other Consents. No Except for the registration of the Preferred Vessel Mortgages, each Fleet Addendum, the precautionary notices described in Section 6.20, and the filing of proper charges or financing statements in respect of the Collateral 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for . All applicable waiting periods in connection with the authorizations, approvals, actions, notices and filings which Transaction have expired without any action having been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Transaction Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof), subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for . All applicable waiting periods in connection with the authorizations, approvals, actions, notices and filings which Transaction have expired without any action having been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be hereafter acquired by any of them. The Transaction has been consummated in full force accordance with the Transaction Documents and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectapplicable 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) other than pursuant to applicable Law in connection with the exercise of remedies with respect to the Collateral, the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for . All applicable waiting periods in connection with the authorizations, approvals, actions, notices and filings which Transaction have expired without any action having been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effecthereafter acquired by any of them, individually except that as of the Closing Date (but not as of the Initial Funding Date), the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, may not have expired or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbeen terminated.

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, Tender Offer Document or Transfer Document Material Contract, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for filings and recordings necessary to perfect Liens created under the Collateral Documents, (ii) with respect to clause (d) above, any approvals, authorizations or filings that may be required under the Securities Laws and (iii) such authorizations, approvals, actions, notices and filings which that have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

Governmental Authorization; Other Consents. No Following the entry of, and giving effect to, the DIP Financing Order (in the case of the Loan 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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Credit Agreement or any other Loan Document or Transfer Document or for the consummation of the Transaction, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, Documents or (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first requisite priority nature thereofset forth in the DIP Financing Order) except in each case for such consents, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documentsexemptions, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03 hereto, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties freely to the extent that the failure of any approval, consent, exemption, authorizationtransfer or otherwise dispose of, or other action by, or notice to, or filing withto create any Lien on, any Governmental Authority properties now owned or hereafter acquired by any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectof them.

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 or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances7.01) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except in each case, (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Seller of this Agreement or any other Loan Document or Transfer Document Transaction Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party Seller of the Liens granted by it pursuant to the Collateral Transaction Documents, (c) the perfection or maintenance of the Liens created under the Collateral Transaction Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender SunGard Financing of its rights or remedies under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Transaction Documents, except for (i) for filings necessary to perfect the Liens granted by the Sellers in favor of SunGard Financing, (ii) the approvals, consents, exemptions, authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iiiii) to the extent that those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of any approval, consent, exemption, authorization, which to obtain or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, make 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, thereof subject to the Liens permitted under Section 7.01 and Permitted Encumbrances7.01) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, Documents except for (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) authorizations, approvals, actions, notices and filings which are not required by the express terms of the Collateral Documents to be taken or delivered by any Loan Party as of the extent that Closing Date. All applicable waiting periods in connection with the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 Credit Party of this Agreement or Agreement, any other Loan Document or Transfer Document any Related Agreement, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Credit Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for the authorizations, approvals, actions, notices and filings which that have been (or substantially contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and, in the case of any authorizations, approvals, actions, notices or filings by, to or with any Governmental Authority, are listed on Schedule 4.3 hereto and (ii) to consents set forth (together with the extent that the failure status thereof) in part (a) of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectSchedule 4.3 hereto.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Party, HWHI or HGVI of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the TransactionSpin-Off Transaction (to the extent such Loan Party, HWHI or HGVI is a party or otherwise subject thereto), (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for filings, recordings and registrations with Governmental Authorities necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) except to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not required to have been duly be obtained, taken, given, given or made or to be in full force and effecteffect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, individually consents, exemptions, authorizations or in other actions, notices or filings, the aggregate, failure of which to obtain or make 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03 of the Disclosure Schedules, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings all of which have been duly obtained, taken, given or made and are in full force and effect effect, except for the authorizations, approvals, actions, notices and (ii) to the extent that the failure of any approval, consent, exemption, authorization, filings listed on Schedule 5.03 or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effectthose which, individually or in the aggregate, could are not reasonably be expected material. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have a Material Adverse Effecttransfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 or Transfer Document Related Document, or for the consummation of the TransactionTransaction which will not be or has not been obtained as of the Funding Date, except pursuant to Section 5.27 or as to any consent set forth on Schedule 5.03(a); provided, however that the failure to have received any such consent listed on Schedule 5.03(a) could not reasonably be expected to result in a Specified Event, (b) the grant by any Loan Party Borrower or Designated Guarantor of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for . All applicable waiting periods in connection with the authorizations, approvals, actions, notices and filings which Transaction have expired without any action having been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of any other Person of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be hereafter acquired by any of them. The Merger has been consummated in full force accordance with the Merger Agreement and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectapplicable Law.

Governmental Authorization; Other Consents. No As of the Closing Date, 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, thereof (subject to Liens permitted under Section 7.01 and Permitted EncumbrancesSpecified Statutory Liens)) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and effect, (ii) filings or recordings necessary to create or perfect the extent that Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of any approval, consent, exemption, authorization, which to obtain or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, make 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 (a) the execution, delivery or performance by, or enforcement against, Holdings or any Loan Party of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the Transaction, (b) the grant by Holdings or any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, thereof subject to the Liens permitted under Section 7.01 and Permitted Encumbrances7.01) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, Documents except for (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) authorizations, approvals, actions, notices and filings which are not required by the express terms of the Collateral Documents to the extent that the failure of any approval, consent, exemption, authorization, be taken or other action by, or notice to, or filing with, any Governmental Authority delivered by Holdings or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in Loan Party as of the aggregate, could not reasonably be expected to have a Material Adverse EffectClosing 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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document or for the consummation of the TransactionDocument, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (div) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for such filings as may be necessary to perfect the liens in the Collateral and (ii) the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transactions have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document or for the consummation of the TransactionDocument, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Security Documents, (c) the perfection or maintenance of the Liens created under the Collateral Security Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral DocumentsSecurity Documents except, except (x) solely with respect to clause (d), to the extent such approval, consent, exemption, authorization, notice or filing is required solely due to the Administrative Agent’s business, operations or status as a national banking association and (y) for (i) for filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (ii) the approvals, consents exemptions, authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) written copies of which have been furnished to the extent that Administrative Agent on or prior to the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectClosing Date.

Governmental Authorization; Other Consents. No (A) On the Closing Date, upon entry by the Bankruptcy Court of the Interim Approval Order, and (B) on the Account Release Date, upon entry by the Bankruptcy Court of the Final Approval Order, in each case, 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 or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first or second priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrancesas the case may be) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise Dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document or for the consummation of the TransactionDocument, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (div) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (iA) for filings necessary to perfect the authorizationsLiens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (B) such consents, approvals, registrations and filings with any Governmental Authority as may be required in connection with the exercise of rights under the Collateral Documents following an Event of Default, (C) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iiD) to the extent that those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of any approval, consent, exemption, authorization, which to obtain or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, make 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document or Transfer Document the Merger Agreement, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except other than (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect obtained and (ii) filings to perfect the extent that Liens created by the failure of Collateral Documents. All applicable waiting periods in connection with the Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be hereafter acquired by any of them. The Merger has been consummated in full force accordance with the Merger Agreement and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectapplicable 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Material Contract, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, thereof (subject to Liens permitted under Section 7.01 and Permitted Encumbrancesthe Orders)) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for filings and recordings necessary to perfect Liens created under the Collateral Documents, (ii) with respect to clause (d) above, any approvals, authorizations or filings that may be required under the Securities Laws and (iii) such authorizations, approvals, actions, notices and filings which that have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect, including the extent that applicable Order. All applicable waiting periods in connection with the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the any Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full 132 [Published CUSIP Number:____] force and effect, individually except as set forth on Schedule 5.03. All applicable waiting periods in connection with the Transactions (if any) have expired without any action having been taken by any Governmental Authority restraining, preventing or in imposing materially adverse conditions upon the aggregateTransactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, could not reasonably be expected or to have a Material Adverse Effectcreate any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Related Document, or for the consummation of the Transaction, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) other than the filing of the Uniform Commercial Code financing statements referred to in the Security Agreement, subject to Liens permitted under Section 7.01 the recording of the Intellectual Property Security Agreements with the U.S. Patent and Permitted Encumbrances) Trademark Office and the U.S. Copyright Office and the recording of the Mortgages or (div) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for . All applicable waiting periods in connection with the authorizations, approvals, actions, notices and filings which Transaction have expired or terminated without any action having been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be hereafter acquired by any of them. The Merger has been consummated in full force accordance with the Merger Agreement and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectapplicable 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be hereafter acquired by any of them. The Acquisition has been consummated in full force accordance with the Related Documents and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectapplicable 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document the Merger Agreement, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) for filings of Uniform Commercial Code financing statements, and the filing, recording or registration of the Mortgages and other instruments and the taking of other actions necessary to perfect the Liens created by the Collateral Documents, and (ii) the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first or second priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrancesas the case may be) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and (ii) to effect. All applicable waiting periods in connection with the extent that the failure of Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.

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 or Transfer Document or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Real Property Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except in each case, (i) for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, 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 to be made by any Loan Party in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, Security Documents to which it is a party or (c) following delivery of the Security Documents pursuant to Section 6.13, the perfection or maintenance of the Liens created under the Collateral Security Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, which it is a party except for (i) for the such authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect effect, and (ii) filings or other requisite actions necessary to perfect or establish the priority of Liens created under the Security Documents, to the extent not required by such Security Documents. All applicable waiting periods in connection with that portion of the failure Transaction occurring under the Horizon Merger Agreement and in connection with the Loan Parties’ performance under the remainder of the Transaction have expired without any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, having been taken by any Governmental Authority restraining, preventing or any other Person imposing materially adverse conditions upon such portion of the Transaction or the rights of the Loan Parties or their Subsidiaries to have been duly obtained, taken, giventransfer or otherwise dispose of, or made to create any Lien on, any properties now owned or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effecthereafter acquired by any of them.