Common use of Governmental Authorization Clause in Contracts

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No consent, approval, consent, exemption, authorizationOrder or authorization of, or other action byregistration, declaration or filing with, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and Entity, is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, execution and delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Documentthe consummation of the Transactions contemplated hereby.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document, other than (a) such as have been obtained or made and are in full force and effect, or (b) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any of its Restricted Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as liens granted to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) you hereunder is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against the Borrower Company of this the Agreement or any other Loan DocumentAgreement).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or the Parent, as applicable, or any of its Subsidiaries of this Amendment or the Amended Agreement except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect the Agent's security interests.

Governmental Authorization. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Borrowers of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the any Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (governmental authority or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the against Borrower or any Subsidiaries or any Guarantor of this Amendment Agreement or any other the Loan DocumentSecurity Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable the Agent’s Liens.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party or any of its Subsidiaries of this Agreement or any other Loan DocumentDocument except for recordings and filings in connection with the Liens granted to Lender under the Security Documents and those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Fleetwood or any of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority (including, without limitation, any nation, state or other than political subdivision thereof, any central bank, and any entity exercising executive, legislative, judicial, regulatory or administrative functions, and any corporation or other entity owned or controlled by any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectforegoing) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Documentinstrument or agreement required hereunder.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or any other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Credit Party of this Agreement or any other Loan DocumentTransaction Document or to consummate the Transactions, which has not been obtained.

Governmental Authorization. No Except for recordations and filings relating to the Security Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower and Guarantors of this Agreement or any other Loan DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement except for those obtained on or any other Loan Documentbefore the Closing Date or those the failure of which to obtain would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement any Credit Party or any other Subsidiary of any Loan DocumentDocument except (a) recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower LS&Co or any of its Subsidiaries of this Agreement or any other Loan Document, except as contemplated by the Loan Documents.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, to or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Administrative Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or Agreement, any other Loan DocumentDocument to which the Company is a party, or the Environmental Indemnity.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Collateral Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, the any Borrower of this Agreement or any other Loan DocumentDocument except for those which have been duly obtained by the Borrowers, copies of which have been provided to the Agent and the Lenders, and for filing of financing statements and mortgages.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of the Subsidiary Guarantors of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement Agreement, the Credit Agreement, the Warrants and the other Financing Documents to which it is a party, except those obtained or any other Loan Documentmade on or prior to the date of this Agreement.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Borrowers of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or current enforcement against, the Borrower or any of this its Material Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) Authority, which has not been obtained or made by the Company and is in full force and effect and (y) as to which the failure to obtain or makeits Subsidiaries, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any other Loan Document; provided that, for the avoidance of doubt, it is acknowledged that the Company may need to make certain filings in connection with its reporting obligations under the Exchange Act.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (governmental authority or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower against any Obligor of this Amendment or the Facility Agreement except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Transaction Security.

Governmental Authorization. No approval, consent, exemption, authorizationapproval or authorization of, or other action byregistration, or notice to, declaration or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained governmental or made and is in full force and effect and (y) as to which the failure to obtain public body or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required authority in connection with the executionvalid execution and delivery of each of the Loan Documents is required or, delivery if required, such consent, approval, order or performance by, or enforcement against, authorization shall have been obtained prior to the Borrower of this Agreement or any other Loan DocumentClosing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (governmental authority or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the against each Borrower and each Guarantor of this Amendment or the Credit Agreement except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Collateral Agent’s Liens.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or approval or other action by, or and no notice to, to or filing with, any Governmental Authority (or any other than any of Person is required for the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the due execution, delivery or and performance by, or enforcement against, by the Borrower of this Agreement or any other Guarantor of any Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained except for recordings or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required filings in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.the

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the any Borrower or any of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party of this Agreement or any other Loan Document, except, with respect to the perfection of the Liens granted to the Administrative Agent under the Loan Documents for the benefit of the Lenders, such recordings and filings described in Section 5.09.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of this its Subsidiaries of the Agreement or any other Loan DocumentDocument other than those which have already been obtained or made.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) governmental agency is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Operator of this Agreement or any other Loan Document.Agreement; and

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing withwith (except as have been obtained or made on or prior to any Credit Extension or are limited to the routine public disclosure concerning the Company), any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than nation or government or state or political subdivision thereof or any of the foregoing (x) which has been obtained legislature or made executive body or court or regulatory authority and is in full force and effect and (y) as to which the failure to obtain or makealready obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with for the validity of the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement the Company Documents or any other Loan Documentthe Subsidiary Guarantors of the Subsidiary Documents.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, execution and delivery of this Amendment or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Documentof its Subsidiaries of the Amended Agreement.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (governmental authority or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower against any CCAN Party of this Agreement or any other Loan Documentthe Deliverables.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Administrative Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement Company or any other of its Restricted Subsidiaries of any Loan DocumentDocument to which such Person is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any of the Subsidiary Guarantors of this Agreement or any other Loan Document.

Governmental Authorization. No Except for recordations and filings relating to the Security Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required to be obtained by the Borrower in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with for the validity of the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any Note other Loan Documentthan routine informational filings with the SEC and/or other Governmental Authorities.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Obligor or any of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Effective Date.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the either Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Bank under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.or

Governmental Authorization. No approval, consent, -------------------------- exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any Guarantor of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than except for recordings or filings in connection with the Liens granted to the Agent under the Collateral Documents and any filings that may be required under Securities Laws in connection with the enforcement of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectsuch Liens) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any other Loan DocumentNote.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Bank under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required to be obtained, given, or filed by the Company in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the such Borrower of this Agreement or any other Loan Document, other than (a) such as have been obtained or made and are in full force and effect, or (b) those the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.or

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of this the Guarantors of the Agreement or any other Loan Document.

Governmental Authorization. No approvalauthorizations, consentapprovals or consents of, exemption, authorization, and no notices to or other action by, filings or notice to, or filing registrations with, any Governmental Authority (other than any of the foregoing (x) which has been obtained governmental or made and is in full force and effect and (y) as to which the failure to obtain regulatory authority or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is agency are necessary or required in connection with for the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Administrative Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing withwith (except as have been obtained or made on or prior to any Credit Extension or are limited to the routine public disclosure concerning the Borrower or either of the Guarantors), any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Obligated Party of any Transaction Document except for those that have been duly obtained by the Borrower Obligated Parties, copies of this Agreement or any other which, with respect to the Loan DocumentDocuments, have been provided to the Agents, and for filing of financing statements and recording of Mortgages (if any).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the any Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery delivery, performance or performance by, or (with respect to any Governmental Authority of the United States charged with regulating telecommunications) enforcement against, against the Borrower Company of this Agreement or any other Loan Documentthe Notes, except such governmental authorizations which have been duly obtained and are in full force and effect.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectexcept for those already obtained) is necessary or required in connection with the execution, delivery or delivery, performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has except those that have been obtained or made and is remain in full force and effect and (y) as for recordings or filings in connection with the Liens granted to which the failure to obtain or make, individually or in Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party of this Agreement or any other Loan DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, the Borrower any Obligated Party of this Agreement or any other Loan DocumentDocument except for those which have been duly obtained by the Obligated Parties, copies of which have been provided to the Agent, and for filing of financing statements and the Mortgages (if any).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Companies of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Collateral Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or current enforcement against, the Borrower or any of this its Material Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Guarantor or any of this its Subsidiaries of the Agreement or any other Loan Document, except filings made prior to the date hereof and other filings which will be made as required by law.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings, the Borrower or any of the Borrower's Subsidiaries of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, each Borrower or any of its Subsidiaries of the Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No material approval, consent, exemption, authorization, or other action by, or material notice to, or material filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Second Amendment Effective Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, by or enforcement against, against the Borrower Company or any of its Subsidiaries of this Agreement or any other Loan DocumentDocument or any other instrument or agreement required hereunder to be made by the Company or any of its Subsidiaries.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required to be made by the Company in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any Note (other Loan Documentthan customary post-closing filings with the SEC).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, the Borrower any Loan Party of this Agreement or any other Loan DocumentDocument except for those which have been duly obtained by the Loan Parties, copies of which have been provided to the Agent, and for filing of financing statements.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any Partner Entity of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or delivery, performance by, or enforcement against, against the Borrower Company of this the Agreement or against the Company or any Subsidiary Guarantor of any other Loan Document or any other Loan Documentinstrument or agreement required hereunder or thereunder to be made by the Company or a Subsidiary Guarantor.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Parent, PLIC, PXP or any of their Subsidiaries of this Agreement or any other Loan DocumentDocument or the Demutualization, except filings made prior to the date hereof and other filings which will be made as required by law.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the any Borrower or any of its Subsidiaries of this Agreement or any other Loan Document or Transaction Document, other than those obtained and copies of which have been delivered to the Lender. No filing is required under the Hart-Xxxxx-Xxxxxx Xxxi-Trust Improvements Act of 1976 to effect the Acquisition.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has not been obtained obtained, taken or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, 45 delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Revolving Loan Document.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any other Loan Document.Documen t.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of except for recordings or filings in connection with the foregoing (x) which has been obtained or made and is in full force and effect and (y) as Liens granted to which the failure to obtain or make, individually or in Administrative Agent under the aggregate, would not reasonably be expected to have a Material Adverse EffectCollateral Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of this its Restricted Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No Except As required pursuant to 31 U.S.C. Section 3727 and 41 U.S.C. Section 15, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company of this Agreement or any other Loan L/C-Related Document.

Governmental Authorization. No approvalauthorizations, consentconsents, exemptionapprovals, authorizationorders, notices, filings, registrations, qualifications and exemptions of, with or other action byfrom any United States federal, state or notice to, or filing with, any local Governmental Authority (other than any of the foregoing (x) which has been are required to be obtained or made and is in full force and effect and (y) as to which by or on behalf of the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required Purchaser in connection with the execution, delivery or performance by, or enforcement against, the Borrower execution of this Agreement or any other Loan Documentthe performance of its obligations hereunder.

Governmental Authorization. No Except for the filing of financing statements, and recording of the Mortgages and other security documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party of this Agreement or any other Loan Document, other than filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Company or any of this its Subsidiaries of the Agreement or any other Loan Document, except for the filing of this Agreement with the Securities and Exchange Commission.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower Borrowers or any of their Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (governmental authority or other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against the Borrower Loan Parties of this Agreement Amendment except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Agent's security interests.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Company or any of its Subsidiaries of the Borrower of this Agreement or any other Loan Document.