Authorizations and Approvals. No authorization, approval, consent, exemption, or other action by, or notice to or filing with, any Governmental Authority is necessary or required on the part of any Loan Party in connection with the execution, delivery and performance by any Loan Party of this Agreement or the other Loan Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, except # such as have been obtained or made and are in full force and effect, # filings necessary to perfect (or maintain perfection of) Liens created under the Loan Documents and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required in the ordinary course of business from time to time or that may be required to 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).

Section # Governmental Authorization; Other Consents. No authorization,material approval, consent, exemption, authorization, or other action by, or notice toto, or filing with, any Governmental Authority is necessary or required on the part of any Loan Party in connection with # the execution, delivery andor performance byby, or enforcement against, any Loan Party of this Agreement or theany other Loan Documents to which it is a partyDocument, or for the consummation of the transactions contemplated herebyTransactions, # the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, # the perfection or thereby,maintenance of the Liens created under the Collateral Documents (including the priority thereof) 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 # such asfilings, recordings and registrations with Governmental Authorities necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, # the approvals, consents, exemptions, authorizations, actions, notices and filings which have been obtainedduly obtained, taken, given or made and are in full force and effect, # filings necessaryeffect (except to perfect (or maintain perfection of) Liens created under the Loan Documentsextent not required to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement) and # actions by, andthose approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or filings with, Governmental Authorities (including the SEC) that maymake would not reasonably be required in the ordinary course of business from timeexpected to time or that may be required to 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).have a Material Adverse Effect.

Section # Governmental Authorization; Other Consents. No authorization, approval, consent, exemption, authorization or other action by, or notice toto, or filing with, any Governmental Authority or any other Person is necessary or required on the part of any Loan Party in connection with # the execution, delivery anddelivery, performance byby, or enforcement against, Parent or any other Loan Party of this Agreement or theany other Loan Documents to which it is a partyDocument, or for the consummation of the transactions contemplated herebyTransaction, # the grant by Parent or thereby,any other 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 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 # such asfilings and registrations necessary to perfect the Liens on the Collateral granted by Parent, the other Loan Parties or any Restricted Subsidiary in favor of the Secured Parties consisting of UCC financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office, # the approvals, consents, exemptions, authorizations, actions, notices and filings which have been obtainedduly obtained, taken, given or made and are in full force and effect, # those approvals, consents, exemptions, authorizations or other actions, notices or filings necessary to perfect (or maintain perfection of) Liens created underset out in the LoanCollateral Documents and # actions by, andthose approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or filings with, Governmental Authorities (including the SEC) that maymake could not reasonably be requiredexpected to have, individually or in the ordinary course of business from time to time or that may be required to 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).aggregate, a Material Adverse Effect.

No authorization, approval, consent, exemption, authorization, or other action by, or notice toto, or filing with, any Governmental Authority or any other Person is necessary or required on the part of any Loan Party in connection with # the execution, delivery andor performance byby, or enforcement against, any Loan Party​ of this Agreement or theany other Loan Documents to which it is a party orDocument, # the consummationgrant by any ​ of the transactions contemplated herebyLiens granted by it pursuant to the Collateral Documents, # the perfection or thereby, except # such as have been obtained or made and are in full force and effect, # filings necessary to perfect (or maintain perfection of)maintenance of the Liens created under the LoanCollateral Documents and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required inpriority thereof) or # the ordinary courseexercise by the ​ or any ​ of business from time to time or that may be required to comply with the express requirements ofits rights under the Loan Documents (including to release existing Liens onor the remedies in respect of the Collateral orpursuant to comply with requirementsthe Collateral Documents, other than # authorizations, approvals, actions, notices and filings which have been duly obtained and # filings to perfect, and/or maintainperfect the perfection of, Liens created underby the Loan Documents).Collateral Documents.

Governmental Authorization; Other Consents. No authorization, approval, consent, exemption, authorization, or other action by, or notice toto, or filingfiling, registration, qualification or accreditation with, any Governmental Authority (including, without limitation, exchange control) or any other Person (including any party to any contract or agreement to which the Borrower or any of its Restricted Subsidiaries or any of their respective Affiliates is a party) is necessary or required on the part of any Loan Party in connection with # the execution, delivery andor performance byby, or enforcement against, any Loan Party of this Agreement or theany other Loan Document (other than those that have been obtained), # the validity or enforceability of any Loan Documents to which it is a partyagainst the Loan Parties (except such filings or notices as are necessary in connection with the perfection or enforcement of the Liens created by such Loan Documents), or # the consummation of the transactions contemplated hereby or thereby, excepthereby, other than # such asthe filing of financing statements in the UCC filing offices of each applicable jurisdiction, # the filing of intellectual property security agreements in the U.S. Patent and Trademark Office and the U.S. Copyright Office, # those listed on [Schedule 5.03] hereto, all of which have been obtained or made and are in full force and effect, # filings necessary to perfect (or maintain perfection of) Liens created under the Loan Documents and # actions by, and noticesthe failure to or filings with, Governmental Authorities (including the SEC) that mayobtain could not reasonable be required in the ordinary course of business from timeexpected to time or that may be required to 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).have a Material Adverse Effect.

Governmental Authorization; Other Consents. No authorization, approval, consent, exemption, authorization, or other action by, or notice toto, or filing (other than security filings and those for which such approval, consent, exemption, authorization has been obtained or such action has been taken or notice or filing made) with, any Governmental Authority or any other Person is necessary or required onrequired, except, in each case, to the part of any Loan Partyextent that failure to obtain or file the same, as applicable, could not be reasonably expected to have a Material Adverse Effect in connection with # the execution, delivery andor performance byby, or enforcement against, any Loan Party of this Agreement or theany other Loan Documents to which it is a partyDocument, or for the consummation of the transactions contemplated herebyTransactions (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 thereby, except # such as have been obtained or made and are in full force and effect, # filings necessary to perfect (or maintain perfection of)maintenance of the Liens created under the LoanCollateral Documents and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required infirst priority nature thereof) or # the ordinary courseexercise by the Administrative Agent, the Collateral Agent or any ​ of business from time to time or that may be required to comply with the express requirements ofits rights under the Loan Documents (including to release existing Liens onor the remedies in respect of the Collateral orpursuant to comply with requirements to perfect, and/or maintain the perfection of, Liens created under the Loan Documents).Collateral Documents.

Governmental and other Approvals. No authorization, approval, consent, exemption,consent or other action by, or notice toauthorization of or filing with,or registration with any Governmental Authority or body is necessary or required on the part of any Loan Party in connection withfor the execution, delivery andor performance by any Loan PartyBorrower of this Agreement or the other Loan Documents to which itsuch Borrower is a party or for the consummationperformance by such Borrower of any of the transactions contemplated herebyterms or thereby,conditions hereof or thereof, except #for such approvals, consents or authorizations (copies of which have been delivered to the Lenders) as have been obtained or made and are in full force and effect, # filingsany filing or registration that may be necessary to perfect (or maintain perfection of) Liensany Lien created under thepursuant to any Loan DocumentsDocument and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required in the ordinary course of business from time to time or that may be required to complyany informational filing 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).Securities and Exchange Commission.

SECTION # Governmental Approvals. No authorization, consent, approval, consent, exemption,license or other action by, or notice toexemption of, or filing or registration with, any Governmental Authority is necessary to have been made or required on the part ofobtained by any Loan Party in connection withfor the valid execution, delivery and performance by anysuch Loan Party of this Agreement or the otherany Loan DocumentsDocument to which it is a party or the consummation of the transactions contemplated hereby or thereby,Transactions, except # such asthose that have been obtained or made and are in full force and effect, # filingsfilings, notifications and registrations necessary to perfect (or maintain perfection of) Liens created under the Loan Documents and # actions by, and noticessuch matters relating to or filings with, Governmental Authorities (including the SEC) that mayperformance as would ordinarily be requireddone in the ordinary course of business from time to time or that may be required to comply withafter 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).Effective Date.

Governmental Authorization; Other Consents. No authorization, approval, consent, exemption, authorization, or other action by, or notice toto, or filing with, any Governmental Authority or any other Person is necessary or required on the part of any Loan Party in connection with # the execution, delivery andor performance byby, or enforcement against, any Loan Party of this Agreement or theany other Loan Documents toDocument 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 it is a party or the consummation of the transactions contemplated hereby or thereby, except # such as have been obtainedduly obtained, taken, given or made and are in full force and effect, # filings necessary to perfect (or maintain perfection of) Liens created undereffect and the Loan Documents and # actions by, and notices to or filings with, Governmental Authorities (includingfiling of a copy of the SEC) that may be required in the ordinary course of business from time to time or that may be required to complyCredit Agreement with the express requirementsSecurities 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 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).Loan.

Governmental Authorization; Other Consents. No authorization, approval, consent, exemption, authorization, or other action by, or notice toto, or filing (other than security filings and those for which such approval, consent, exemption, authorization has been obtained or such action has been taken or notice or filing made) with, any Governmental Authority or any other Person is necessary or required onrequired, except, in each case, to the part of any Loan Partyextent that failure to obtain or file the same, as applicable, could not be reasonably expected to have a Material Adverse Effect in connection with # the execution, delivery andor performance byby, or enforcement against, any Loan Party of this Agreement or theany other Loan Documents to which it is a partyDocument, or for the consummation of the transactions contemplated herebyTransactions (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 thereby, except # such as have been obtained or made and are in full force and effect, # filings necessary to perfect (or maintain perfection of)maintenance of the Liens created under the LoanCollateral Documents and # actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required infirst priority nature thereof) or # the ordinary courseexercise by the Administrative Agent, the Collateral Agent or any Lender of business from time to time or that may be required to comply with the express requirements ofits rights under the Loan Documents (including to release existing Liens onor the remedies in respect of the Collateral orpursuant to comply with requirements to perfect, and/or maintain the perfection of, Liens created under the Loan Documents).Collateral Documents.