Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates to the Loan Documents or the transactions contemplated thereby or # could reasonably be expected to have a Material Adverse Effect.

Section # Approvals. All consents, authorizations and approvals of, and filings and registrationsNo authorization, consent, license or exemption from, or filing or registration with, and all other actions in respect of, any Governmental Authority is or other Person required in connection withwill be necessary to the valid execution, delivery or performance by any Loan Document or the transactions contemplated thereby or the conductParty of theany Loan Parties' business shallDocument, except for such approvals # which have been obtained or madeprior to the Closing Date and shall beremain in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates to the Loan Documents or the transactions contemplated therebyeffect or # couldthe absence of which would not reasonably be expected to have a Material Adverse Effect.

Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all. No approval, consent, exemption, authorization, or other actions in respect of,action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shallother than # those such as have been obtained or made and shall beare in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, toeffect, # any filings of this Agreement and the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates to theother Loan Documents with the Securities and Exchange Commission required to be made after the date hereof and # such approvals, consents, exemptions, authorizations, actions or notices the transactions contemplated therebyfailure of which to obtain or # couldmake would not reasonably be expected to have a Material Adverse Effect.

Section # Approvals. All consents, authorizations and approvals of, and filings and registrationsNo authorization, consent, license or exemption from, or filing or registration with, and allany court or governmental department, agency or instrumentality, nor any approval or consent of any other actions in respect of, any Governmental AuthorityPerson, is or other Person required in connection withwill be necessary to the valid execution, delivery or performance by any Loan Document or the transactions contemplated thereby or the conductParty of theany Loan Parties' business shallDocument, except for # such approvals which have been obtained or madeprior to the date of this Agreement and shall beremain in full force and effect. There shall exist no claim, action, suit, investigation, litigationeffect, # filings which are necessary to perfect the security interests under the Collateral Documents and # those the failure to obtain or proceeding (including, without limitation, shareholdermake which, individually or derivative litigation) pending or, toin the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates to the Loan Documents or the transactions contemplated thereby or #aggregate, could not reasonably be expected to haveresult in a Material Adverse Effect.

Authorizations and Approvals. All consents, authorizations and approvals of, and filings and registrationsNo authorization, approval, consent, exemption, or other action by, or notice to or filing with, and all other actions in respect of, any Governmental Authority is necessary or other Person required on the part of any Loan Party in connection with the execution, delivery and performance by any Loan DocumentParty of this Agreement or the other Loan Documents to which it is a party or the consummation of the transactions contemplated therebyhereby or the conduct of the Loan Parties' business shallthereby, except # such as have been obtained or made and shall beare in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or,effect, # filings necessary to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates toperfect (or maintain perfection of) Liens created under the Loan Documents and # actions by, and notices to or filings with, Governmental Authorities (including the transactions contemplated therebySEC) that may be required in the ordinary course of business from time to time or # could reasonablythat may be expectedrequired to have a Material Adverse Effect.comply with the express requirements of the Loan Documents (including to release existing Liens on the Collateral or to comply with requirements to perfect, and/or maintain the perfection of, Liens created under the Loan Documents).

Approvals. All consents, authorizations and approvals of, andGovernmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing (other than security filings and registrationsthose for which such approval, consent, exemption, authorization has been obtained or such action has been taken or notice or filing made) with, and all other actions in respect of, any Governmental Authority or any other Person requiredis necessary or required, except, in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or,each case, to the knowledge of any Loan Party, threatened in any courtextent that failure to obtain or before any arbitrator or Governmental Authority which # relates tofile the Loan Documents or the transactions contemplated thereby or #same, as applicable, could not be reasonably be expected to have a Material Adverse Effect.Effect in connection with # the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions (to the extent such Loan Party was a Loan Party on the effective date thereof), # the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, # the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or # the exercise by the Administrative Agent, the Collateral Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents.

SECTION # Governmental Approvals. All consents, authorizations and approvalsNo authorization, consent, approval, license or exemption of, and filings and registrationsor filing or registration with, and all other actions in respect of, any Governmental Authority is necessary to have been made or other Person required in connection withobtained by any Loan Party for the valid execution, delivery and performance by such Loan Party of any Loan Document to which it is a party or the transactions contemplated thereby or the conductconsummation of the Loan Parties' business shallTransactions, except # those that have been obtained or made and shall beare in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or,effect, # filings, notifications and registrations necessary to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates toperfect Liens created under the Loan Documents orand # such matters relating to performance as would ordinarily be done in the transactions contemplated thereby or # could reasonably be expected to have a Material Adverse Effect.ordinary course of business after the Effective Date.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing (other than security filings and registrationsthose for which such approval, consent, exemption, authorization has been obtained or such action has been taken or notice or filing made) with, and all other actions in respect of, any Governmental Authority or any other Person requiredis necessary or required, except, in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or,each case, to the knowledge of any Loan Party, threatened in any courtextent that failure to obtain or before any arbitrator or Governmental Authority which # relates tofile the Loan Documents or the transactions contemplated thereby or #same, as applicable, could not be reasonably be expected to have a Material Adverse Effect.Effect in connection with # the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions (to the extent such Loan Party was a Loan Party on the effective date thereof), # the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, # the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or # the exercise by the Administrative Agent, the Collateral Agent or any ​ of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents.

Governmental Consents. The execution, delivery, and approvals of,performance by each Loan Party of the Loan Documents to which such Loan Party is a party and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document orthe consummation of the transactions contemplated thereby or the conduct ofby the Loan Parties' business shallDocuments do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained or made and shall bethat are still in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or,effect and except for filings and recordings with respect to the knowledgeCollateral and except for any other registrations, consents, approvals, notices or other actions the failure of any Loan Party, threatenedwhich to obtain or make, individually or in any court or before any arbitrator or Governmental Authority which # relates to the Loan Documents or the transactions contemplated thereby or #aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals. AllExcept for such approvals, consents, authorizations and approvals of, andexemptions, authorizations, actions, notices or filings and registrationsthat have been made or obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, and all other actions in respect of, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan DocumentParty of this Agreement or the transactions contemplated thereby or the conduct of theany other Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which # relates to the Loan Documents or the transactions contemplated thereby or # could reasonably be expected to have a Material Adverse Effect.Document.