Common use of Governmental Authorization; Other Consents Clause in Contracts

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 and delivery of, and the performance of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would 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 and execution, delivery ofor performance by, and the performance or enforcement against, any Loan Party of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approvalfor (a) the authorizations, consentapprovals, exemptionactions, authorizationnotices and filings which have been duly obtained, actiontaken, notice given or made and are in full force and effect or (b) the filing has been obtained or made, of Uniform Commercial Code financing statements and except where the failure recording of Mortgages pursuant to do so would not reasonably be expected to have a Material Adverse Effectthe Loan 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where for (a) filings and recordings with respect to the Collateral to be made as of the Closing Date and (b) such approvalapprovals, consentconsents, exemptionexemptions, authorizationauthorizations, actionactions or notices that have been duly obtained, notice taken or filing has been obtained or made, made and except where the failure to do so would not reasonably be expected to have a Material Adverse Effectin full force and 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 and execution, delivery of, and the or performance by any Loan Party of the Borrower’s obligations under this Agreement or any other Loan DocumentDocument and, except where as set forth on Schedule 5.03, no consent of any other Person is required in connection with the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document except any such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where consent the failure of which to do so would obtain could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No authorization, approval, consent, exemption, authorization, order or other action by, or and no notice to, to or filing with, any Governmental Authority or any other Person that has not been made or obtained is necessary or required in connection with for the execution due execution, delivery and delivery of, and the performance by such Originator of the Borrower’s obligations under this Agreement or any other Loan DocumentTransaction Document to which it is a party, except where such approval, consent, exemption, authorization, action, notice or other than the filing has been obtained or made, of the Uniform Commercial Code financing statements and continuation statements and except where the failure to do so obtain such consent or authorization would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan DocumentDocument other than approvals, except where such approvalconsents, consentexemptions, exemptionauthorizations, authorization, action, notice or filing has been obtained or made, actions and except where notices the failure to do so absence of which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, 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 required, except, in connection with each case, to the execution and delivery of, and the performance of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the extent that failure to do so would obtain or file the same, as applicable, could not be reasonably be expected to have a Material Adverse Effect.Effect in connection with

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 and execution, delivery ofor performance by, and the performance or enforcement against, any Loan Party of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has Document other than (i) those that have already been obtained or madeand are in full force and effect, (ii) filings to perfect the Liens created by the Collateral Documents, and except where the failure to do so would (iii) approvals, consents, exemptions, authorizations or other actions, notices or filings which are not reasonably be expected to have a Material Adverse Effectmaterial.

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 and delivery ofby Borrower or performance by, and or enforcement against, Borrower of this Amendment, the performance of the Borrower’s obligations under this Credit Agreement or any other Loan Document, except where such approvalthose that, consent, exemption, authorization, action, notice or filing has been if not obtained or made, and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, 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 and execution, delivery of, and or performance by the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, Document to which the Borrower is a party; except where to the extent that the failure to so obtain any such approval, consent, exemption, authorization, exemption or authorization or so perform any such action, so provide any such notice or so make any such filing has been obtained or made, and except where the failure to do so would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where for those the failure to do so obtain, occur or make would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower or any Guarantor of the Borrower’s obligations under this Agreement or any other Loan Document, except where other than (a) such approval, consent, exemption, authorization, action, notice or filing has that have been obtained or madeand are in full force and effect, and except where (b) those the failure to do so would of which could not reasonably be expected to have a Material Adverse EffectEffect and (c) with respect to execution, SEC filings. Section 5.04.

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 and execution, delivery ofor performance by, and the performance or enforcement against, any Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where for those the failure to do so obtain, occur or make would 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 and execution, delivery ofor performance by, and or enforcement against, the performance City of the Borrower’s obligations under this Agreement or any other Loan Related Document, except where such which approval, consent, exemptionexemption or authorization has not been obtained, authorization, action, which action has not been taken or which notice or filing has not been obtained or made, and except where the failure to do so would 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 and execution, delivery ofor performance by, and the performance or enforcement against, any Loan Party of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has Document other than (i) those that have already been obtained or madeand are in full force and effect and (ii) approvals, consents, exemptions, authorizations, actions and except where notices the failure to do so absence of which would not reasonably be expected to have result in 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 and execution, delivery of, and or performance by the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, Document except where such approval, consent, exemption, authorization, action, notice or filing as has been obtained and are in full force and effect or made, and except where the failure thereof to do be so would obtained and in full force and effect 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has Document other than (a) those that have already been obtained or madeand are in full force and effect and (b) approvals, consents, exemptions, authorizations, actions and except where notices the failure to do so absence of which would not reasonably be expected to have result in 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 and execution, delivery ofor performance by, and the performance or enforcement against, any Loan Party of the Borrower’s obligations under this Agreement or any other Loan DocumentDocument or the consummation of the Transactions (other than, except where such approvalin the case of the consummation of the Merger, consentapprovals, exemptionconsents, authorizationexemptions, action, notice authorizations or filing has other actions that have been obtained or made, and except taken or where the failure to do so would not reasonably be expected to have a Material Adverse Effectis not, individually or in the aggregate, material).

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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approvalfor (a) those which have been made or obtained and are in full force and effect, consent, exemption, authorization, action, notice or (b) any filing has been obtained or madeof this Agreement with the SEC, and except where (c) those for which the failure to do so would obtain or make could not reasonably be expected to have result in 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 Transactions except for those approvals, consents, exemptions, authorizations or other actions which have already been obtained, taken, given or made and delivery ofare in full force and effect and those approvals, and the performance of the Borrower’s obligations under this Agreement consents, exemptions, authorizations, or any other Loan Documentactions, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure of which to do so obtain or make would 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 and execution, delivery ofor performance by, and the performance of or enforcement against, the Borrower’s obligations under , the Subsidiary Guarantor or any Designated Borrower of this Agreement or any other Loan Document, Document other than any reports required to be filed by the Borrower with the SEC pursuant to the Exchange Act or except where the failure to obtain such approval, consent, exemption, authorization, exemption or authorization or have such other action, notice or filing has been obtained or made, and except where the failure to do so would be made could not reasonably be expected to have result, individually or in the aggregate, in 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 and execution, delivery ofor performance by, and or enforcement against, the performance Seller of the Borrower’s obligations under this Agreement or any other Loan Document, except where other than such approvalas have been met or obtained and are in full force and effect, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would 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 and delivery of, and the performance of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has than (i) those that have already been obtained or madeand are in full force and effect; and (ii) approvals, consents, exemptions, authorizations, actions and except where notices the failure to do so absence of which would not reasonably be expected to have result in a “Material Adverse Effect” (as defined herein).

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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan DocumentAmendment, except where for such approvalapprovals, consentconsents, exemptionexemptions, authorizationauthorizations, actionactions or notices that have been duly obtained, notice taken or filing has been obtained or made, made and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.in full force and effect. (d)

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 and execution, delivery ofor performance by, and or enforcement against, the performance Company of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would as could not reasonably be expected expected, individually or in the aggregate, 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 governmental authority or any other Person person with respect to any material contractual obligation is necessary or required in connection with the execution and execution, delivery ofor performance by, and the performance or enforcement against, Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has other than those that have already been obtained or made, and except where are in full force and effect and other than those which the failure to do so obtain would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Borrower of the Borrower’s obligations under this Agreement or any other Loan Document, except where for such approvalas have been made or obtained and are in full force and effect, consentsuch actions, exemption, authorization, action, notice or filing has been consents and approvals the failure of which to be obtained or made, and except where the failure to do so made would 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 execution, delivery or performance by, or enforcement against, the BORROWER of this Loan Agreement and delivery of, and the performance of the Borrower’s obligations under this Agreement or any Note other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has than (a) those that have already been obtained or madeand are in full force and effect and (b) approvals, consents, exemptions, authorizations, actions and except where notices the failure to do so absence of which would not reasonably be expected to have result in a “Material Adverse Effect.” (as defined herein)..

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 and execution, delivery ofor performance by, and or enforcement against, the performance Seller of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and Document except where the failure to do so would 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 governmental authority or any other Person person with respect to any material contractual obligation is necessary or required in connection with the execution and execution, delivery ofor performance by, and the performance or enforcement against, Borrower of the Borrower’s obligations under this Agreement or any other Loan Document or Collateral Document, except where such approval, consent, exemption, authorization, action, notice or filing has other than those that have already been obtained or made, and except where are in full force and effect and other than those which the failure to do so obtain would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Company of the Borrower’s obligations under this Agreement or any other Loan Equity Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where to the extent that failure to do so would 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 and execution, delivery ofor performance by, and or enforcement against, the performance Seller of the Borrower’s obligations under this Agreement or any other Loan Transaction Document, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would 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 and delivery ofby Borrower or performance by, and or CH\2065934.5 enforcement against, Borrower of this Amendment, the performance of the Borrower’s obligations under this Credit Agreement or any other Loan Document, except where such approvalthose that, consent, exemption, authorization, action, notice or filing has been if not obtained or made, and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.