no authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body (other than Governmental Approvals as to which we express our opinion in paragraph 3 herein) is required to authorize or is required in connection with the execution, delivery or performance by the Company of the Credit Agreement or the transactions contemplated thereby.

Except for consents, approvals, authorizations and orders that have been obtained, and filings, registrations and qualifications that have been made, no authorization, consentconsent, approval, authorization or other approvalorder of, notice to or filing withfiling, registration or qualification with, any court, governmental authoritycourt or regulatory body (other than Governmental Approvals as to which we express our opinionAuthority or third party in paragraph 3 herein) is required to authorize orrespect of any Credit Party is required in connection with the execution, delivery or performance by the Company of thethis Credit Agreement or any of the other Credit Documents by such Credit Party or the consummation of the transactions contemplated thereby.herein and therein.

No consent, approval or other approvalauthorization of, notice to or registration, filing withor declaration with, any court, governmental authority or regulatory body (other than Governmental Approvals as to which we express our opinion in paragraph 3 herein) is required to authorize orAuthority is required in connection with the execution, delivery or performance by any Credit Party of this Agreement, the Company of the Credit AgreementNotes or the transactions contemplated thereby.other Transaction Documents to which such Person is a party.

No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other approval of, notice to or filing with any court, governmental authority or regulatory body (other than Governmental Approvals as to which we express our opinion in paragraph 3 herein) is required to authorize orPerson is required in connection with the execution, delivery or performance by such Credit Party of this Agreement (except for those which have been obtained on or prior to the Company of the Credit Agreement or the transactions contemplated thereby.Amendment Closing Date).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, consent or other approval of,action by, or notice toto, or filing withwith, any court, governmental authorityGovernmental Authority or regulatory body (other than Governmental Approvals as to which we express our opinion in paragraph 3 herein)any other Person is required to authorizenecessary or is required in connection with # the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or # the exercise by the CompanyAdministrative Agent or any Lender of its rights under the Loan Documents, except 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 the filing of a copy of the Credit Agreement with the Securities and Exchange Commission in accordance with applicable law, which filings (or the failure to file) do not affect the validity or enforceability of the transactions contemplated thereby.Loan.

Section # . Governmental Authorization. No approval, consent, exemption, authorization, consent or other approval of,action by, or notice toto, or filing withwith, any court, governmental authorityGovernmental Authority is necessary or regulatory body (other than Governmental Approvals as to which we express our opinion in paragraph 3 herein) is required to authorize or is required in connection with the execution, delivery or performance byby, or enforcement against, the Company of the Creditthis Agreement or any other Loan Document; provided that, for the transactions contemplated thereby.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.