Governmental Authorization; Other Consents. The execution, delivery and performance by the Seller and the consummation of the transactions contemplated by this Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any governmental authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.

Consents and Approvals of Government Authorities or Others. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by the Seller andor the consummation of the transactions contemplated by this Agreement do not and will not require any registration with,thereby, except where such action has been taken prior to the Closing. No consent or approval of,from or notice to, or other action to, with or by,to any governmental authority,third party is required for any transactions contemplated hereby except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.described in [Schedule 5.4].

Consents and Approvals of Government Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by the Seller andBuyer or the consummation of the transactions contemplated by this Agreement do not and will not require any registration with, consent or approval of, or notice to, or otherthereby, except where such action to, with or by, any governmental authority, except for filings and recordings with respecthas been taken prior to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.Closing.

Approvals. The execution,execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by the Seller of its obligations hereunder and thereunder and the consummation by Seller on the Closing Date of the transactions contemplated by this Agreementhereby or thereby do not and will not require any registration with, consentthe consent, approval or approvalauthorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action to, with or by,in respect of any governmental authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.Government Entity;

Governmental Authorization; Other Consents. The execution, deliverydelivery, and performance by each Loan Party of the SellerLoan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by this Agreementthe Loan Documents do not and will not require any registration with, consentconsent, or approval of, or notice to, or other action to, with or by, any governmental authority,Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral TrusteeAgent for filing and/or recordation, as of the Closing Date.

Approvals. The execution,execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by the SellerBuyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated by this Agreementhereby and thereby do not and will not require any registration with, consentthe consent, approval or approvalauthorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action to, with or by,in respect of any governmental authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.Government Entity;

Consents Required. The execution, delivery and performance of this Agreement or the other instruments referred to herein by the Seller and the consummation of the transactionstransaction contemplated by this Agreementhereby or thereby do not and will not require the Seller to obtain any registration with, consentconsent, approval or approvalaction of, or make any filing with or give notice to, any corporation, partnership, person, firm or other action to, withentity or by, any public, governmental authority, exceptor judicial authority for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.any reason.

Governmental Authorization; Other Consents. The execution, deliverydelivery, and performance by each Loan Party and Parent of the SellerLoan Documents to which such Loan Party or Parent is a party and the consummation of the transactions contemplated by this Agreementthe Loan Documents do not and will not require any registration with, consentconsent, or approval of, or notice to, or other action to, with or by, any governmental authority,Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral TrusteeAgent for filing and/or recordation, as of the Closing Date.

Governmental Authorization; Other Consents. The execution, deliverydelivery, and performance by each Loan Party of the SellerLoan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by this Agreementthe Loan Documents do not and will not require any registration with, consentconsent, or approval of, or notice to, or other action to, with or by, any governmental authority,Governmental Authority, other than # registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with the United States Securities and Exchange Commission, which will be made timely, # filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral TrusteeAgent for filing and/or recordation, as of the Closing Date.Date and # registrations, consents, approvals, notices, or other actions which the failure to obtain, make or take could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Consents and Approvals. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated by this Agreementhereby do not and willshall not require any consent of, action by or in respect of, or filing, submission or registration with, consent or approval of, orgiving of any notice to, any Governmental Authority or any other action to, with or by, any governmental authority, except for filings and recordings with respect to the CollateralPerson (each, an “Authorization”) to be made,obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise delivered toexplicitly agreed by the Collateral Trustee for filing and/Parties or recordation, as of the Closing Date.provided in this Agreement.