Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Loan Party is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

Consents and Approvals. The execution, delivery and performance by Guarantor of this Guaranty Agreement do not require any consents or approvals of any governmental authority or any other person.

Consents and Approvals. All third party consents with respect to the consummation of the transactions contemplated by this Agreement set forth on [Exhibit F] shall have been received and shall be reasonably satisfactory in form and substance to the Bank in its sole discretion.

Consents and Approvals. Each EnTrust Entity # shall have made all filings or declarations, provided all notices, obtained all authorizations, consents, waivers, approvals or exemptions, and taken all other actions required to be made, provided, obtained or taken by such EnTrust Entity to consummate the Transactions, in each case, as set forth on Section 8.2(e) of the EnTrust Disclosure Schedule and # shall have delivered true, complete and correct copies of such filings, declarations, notices, authorizations, consents, waivers, approvals, exemptions and evidence of such other actions to the Permal Contributor.

such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect; or

There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of [[Organization B:Organization]] since the date of this Agreement as determined by Cosmos in its discretion. Cosmos shall be satisfied in all respects with the results of its due diligence review of [[Organization B:Organization]]

Material Adverse Effect: # A material adverse change in, or a material adverse effect upon, the operations,

Due Qualification. It is duly qualified to do business, is in good standing as a foreign entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the performance of this Agreement requires such qualification, licenses or approvals, except where the failure to so qualify or obtain licenses or approvals would not reasonably be expected to have a Material Adverse Effect.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the Effective Date and prior to the Closing.