Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution (including the execution by General Partner as the general partner of [[Prologis:Organization]]), delivery or performance by, or enforcement against, [[Prologis:Organization]] of this Agreement or any other Loan Document (excluding approvals, consents, exemptions and authorizations that have been obtained and are in full force and effect and those which, if not made or obtained, would not # materially and adversely affect the validity or enforceability of any Loan Document or # result in a Guarantor Default or Guarantor Event of Default).

No approval, consent, exemption, authorization, or other 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 other than # those that have already been obtained and are in full force and effect, # filings to perfect the Liens created by the Collateral Documents, and # approvals, consents, exemptions, authorizations or other actions, notices or filings which are not material.

No approval, consent, exemption, authorization, or other 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 for the consummation of the Transaction, # 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[[Holdings:Organization]] or # the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for # those which have been duly obtained, taken, given or made and are in full force and effect, # those required under agreements that a Loan Party is permitted to execute pursuant to this Agreement, # those required by applicable law or regulation, and # those the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect.

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

No approval, consent, exemption, authorization, or other 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; # the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents; or # the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority (other than Permitted Liens) nature thereof); other than, in each case, # those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, # filings to perfect or continue the perfection of the Liens created by the Collateral Documents and # those approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other 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, the Borrower of this Agreement or any other Loan Document.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other 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, # the grant by any Domestic Loan Party of the Liens granted by it pursuant to the Security Documents, # the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof subject to Permitted Liens and to Section 10.24), or # the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other 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, # as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, # as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof[[Borrower:Organization]], or # the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except, in each case above, for # filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Date, # the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, # the filing of certain of the Loan Documents with the FCC after the Closing Date, # any necessary prior approval of the FCC and # those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other 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 exercise by the Administrative 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 Loan.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other 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, # as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, # as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof[[Borrower:Organization]], or # the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except, in each case above, for # filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Date, # the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, # the filing of certain of the Loan Documents with the FCC after the Closing Date, # any necessary prior approval of the FCC and # those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.