Common use of Governmental Authorization Clause in Contracts

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other material action by, or material notice to, or material filing withwith (other than any SEC filing by the Company in compliance with the SEC disclosure obligations), any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Documentation Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Company, ECC or Falcon of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against any Loan Party of this Amendment Agreement or any other Loan Documentthe Credit Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable the Agent’s Liens.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or the Parent, as applicable, or any Loan Party of its Subsidiaries of this Amendment or the Amended Agreement except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect the Agent's security interests.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant liens granted to the Collateral Documents, you hereunder is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party against the Company of this the Agreement or any other Loan DocumentAgreement).

Governmental Authorization. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Loan Party of its Restricted Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party or any of its Subsidiaries of this Agreement or any other Loan DocumentDocument except for recordings and filings in connection with the Liens granted to Lender under the Security Documents and those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authoritygovernmental authority (including, except for without limitation, any nation, state or other political subdivision thereof, any central bank, and any entity exercising executive, legislative, judicial, regulatory or administrative functions, and any corporation or other entity owned or controlled by any of the filings in connection with the granting of security interests pursuant to the Collateral Documents, foregoing) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Documentinstrument or agreement required hereunder.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Fleetwood or any Loan Party of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the Transactions (including the execution, delivery or performance by, or enforcement against, any the Obligor of each Loan Party Document to which it is a party), except such as have been obtained and are in full force and effect (including without limitation, the approval of this Agreement or any other Loan Documentthe Department of Insurance of the jurisdiction of the domicile of the Insurance Subsidiaries).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against Borrower or any Loan Party Subsidiaries or any Guarantor of this Amendment Agreement or any other the Loan DocumentSecurity Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable the Agent’s Liens.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the Transactions (including the execution, delivery or performance by, or enforcement against, any each Obligor of each Loan Party of this Agreement or any other Loan DocumentDocument to which it is a party), except (i) such as have been obtained and are in full force and effect and (ii) filings necessary to perfect the Transaction Liens.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting or continuation of security interests pursuant to the Collateral DocumentsDocuments or filings to maintain the existence, foreign qualification and good standing of the General Partner and the Loan Parties, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against any Loan Party Obligor of this Amendment or the Facility Agreement except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Transaction Security.

Governmental Authorization. No Except for recordations and filings relating to the Security Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party Borrower and Guarantors of this Agreement or any other Loan DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, to or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Administrative Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Company of this Agreement or Agreement, any other Loan Document.Document to which the Company is a party, or the Environmental Indemnity. 5.4

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party Obligor of this Agreement or any other Loan Document, except for filings necessary to perfect the Agent’s Liens and routine filings by PSS under the Exchange Act to comply with reporting obligations thereunder.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Collateral Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan DocumentTransaction Document or to consummate the Transactions, which has not been obtained.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Loan Party Borrower of this Agreement or any other Loan DocumentDocument except for those which have been duly obtained by the Borrowers, copies of which have been provided to the Agent and the Lenders, and for filing of financing statements and mortgages.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or registration, declaration or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Seller of any Loan Party of this Agreement or any Transaction Document, other Loan Document.than:

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party against each Borrower and each Guarantor of this Amendment or the Credit Agreement except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Collateral Agent’s Liens.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting or continuation of security interests pursuant to the Collateral DocumentsDocuments or filings to maintain the existence, foreign qualification and good standing of the Loan Parties, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other material action by, or material notice to, or material filing withwith (other than any SEC filing by the Company in compliance with the SEC disclosure obligations), any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Company of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents, (b) those obtained or made on or prior to the Closing Date and (c) filings with the Commission after the date of this Agreement to disclose the entry into, and terms of, this Agreement and the Loan Documents.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower, CHC or any Loan Party of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No material approval, consent, exemption, authorization, or other action by, or material notice to, or material filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required to be made by the Company or any Guarantor in connection with the execution, delivery or performance by, or enforcement against, the Company or any Guarantor of any Loan Party of this Agreement or any Document to which it is a party (other Loan Documentthan customary post-closing filings with the SEC).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting or continuation of security interests pursuant to the Collateral DocumentsDocuments or filings to maintain the existence, foreign qualification and good standing of the Borrower and the Loan Parties, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Subsidiary of any Loan DocumentDocument except (a) recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority, except for the filings of mortgages and lien notices in connection with the granting of security interests pursuant to the Collateral Documents, 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, Documents and any filings that may be required under Securities Laws in connection with the enforcement of such Liens) 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against any Loan CCAN Party of this Agreement or any other Loan Documentthe Deliverables.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party Obligor or any of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Effective Date.

Governmental Authorization. No approval, consent, -------------------------- exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any Loan Party Guarantor of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except those that have been obtained and remain in effect and for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) 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 DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Bank under the Collateral Documents, ) is necessary or required to be obtained, given, or filed by the Company in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Company of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (b) those obtained or made on or prior to the Effective Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents, and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Loan Obligated Party of this Agreement or any other Loan DocumentDocument except for those which have been duly obtained by the Obligated Parties, copies of which have been provided to the Agent, and for filing of financing statements and the Mortgages (if any).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Bank under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Loan Party of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No Except for recordations and filings relating to the Security Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required to be obtained by the Borrower in connection with the execution, delivery or performance by, or enforcement against, any Loan Party Borrower of this Agreement or any other Loan DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or Agreement, any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against the Borrowers or any Loan Party Subsidiaries of this Agreement Amendment except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Lender's security interests.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority 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, except, with respect to the perfection of the Liens granted to the Administrative Agent under the Loan Documents for the benefit of the Lenders, such recordings and filings described in Section 5.09.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings and filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Loan Party of its Subsidiaries of this Agreement or Agreement, any other Loan DocumentDocument or Related Agreement.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing withwith (except as have been obtained or made on or prior to any Credit Extension or are limited to the routine public disclosure concerning the Company), any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Loan Obligated Party of this Agreement or any other Transaction Document except for those that have been duly obtained by the Obligated Parties, copies of which, with respect to the Loan DocumentDocuments, have been provided to the Agents, and for filing of financing statements and recording of Mortgages (if any).

Governmental Authorization. No approvalauthorizations, consentapprovals or consents of, exemption, authorization, and no notices to or other action by, filings or notice to, or filing registrations with, any Governmental Authority, except governmental or regulatory authority or agency are necessary for the filings in connection with the granting of security interests pursuant to the Collateral Documents, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party Borrower of this Agreement or any other Loan Document.

Governmental Authorization. No Except for filings to perfect the Liens created by the Security Agreement, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Credit Parties of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or Agreement, any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings recordings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company, the REIT, or any Loan Party of their Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Administrative Agent under the Collateral Documents, ) 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or (other than UCC financing statement filings and recordation of the Mortgages) enforcement against, Parent, the Borrower or any Loan Party of their Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, against the Borrowers or any Loan Party Subsidiaries of this Agreement Amendment except for such as have been obtained or any other Loan Documentmade and filings required in order to perfect and render enforceable the Lender’s security interests.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party either Issuer of this Agreement, except for filing a copy of this Agreement or any other Loan Document.with the SEC as an exhibit to a Current Report of the Company on Form 8-K.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing withwith (except as have been obtained or made on or prior to any Credit Extension or are limited to the routine public disclosure concerning the Borrower or either of the Guarantors), any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this the Agreement or any other Loan Document.

Governmental Authorization. No approvalauthorization, consent, exemption, authorization, approval or other action by, or notice to, or filing with, by any Governmental Authority, except Authority is necessary to authorize the transactions contemplated by this Agreement and each other Loan Document or required for the filings in connection with the granting of security interests pursuant to the Collateral Documents, is necessary validity or required in connection with the execution, delivery or performance by, or enforcement against, enforceability against any Loan Borrower Party of this Agreement or any and each other Loan Document, except any filings with a Governmental Authority required to perfect Lender’s security interest under the Security Documents.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, those already obtained) is necessary or required in connection with the execution, delivery or delivery, performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Loan Parties or any Loan Party of this their respective Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No Other than the Disclosed Matters, no approval, consent, exemption, authorizationorder, authorization or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the executionTransactions, delivery except such as have been obtained or performance by, or enforcement against, any made and are in full force and effect and filings necessary to perfect Liens created under the Loan Party of this Agreement or any other Loan DocumentDocuments.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings in connection with the granting of security interests pursuant Liens granted to the Collateral Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or current enforcement against, the Borrower or any Loan Party of this its Material Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No Except for recordations and filings related to the Security Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority 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 DocumentDocument to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings in connection with the granting of security interests pursuant Liens granted to the Administrative Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any of its Restricted Subsidiaries of any Loan Party of this Agreement or any other Loan DocumentDocument to which such Person is a party.

Governmental Authorization. No approval, consent, exemption, authorization, consent or approval or other action by, and no notice to or notice to, or other filing with, any Governmental Authority, except governmental authority or regulatory body is required for the filings in connection with grant by the granting Debtors of the security interests interest granted pursuant to this Agreement, the Collateral Documents, is necessary or required in connection with due execution and delivery by the execution, delivery or performance by, or enforcement against, any Loan Party Debtors of this Agreement or the performance by the Debtors of any other Loan Documentof its obligations under this Agreement.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings recordings in connection with the granting of security interests pursuant Liens granted to the Collateral Agent under the Equity Interests Pledge Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any Loan Party of its Subsidiaries of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Loan Obligated Party of this Agreement or any other Loan DocumentDocument except for those which have been duly obtained by the Obligated Parties, copies of which have been provided to the Administrative Agent, and for filing of financing statements and mortgages (if any).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings recordings in connection with the granting of security interests pursuant Liens granted to the Collateral Agent under the Security Documents, ) 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.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to Lender under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Borrower or any Loan Party of this its Restricted Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any Loan Party of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Company of this Agreement or any other Loan DocumentDocument except (1) routine informational filings to be made after the Closing Date that do not affect the enforceability of the Loan Documents and (2) reconveyances and terminations of Liens securing the Existing Credit Agreement.

Governmental Authorization. No approval, consent, exemption, authorization, exemption or other action by, or notice to, to or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party by the Company of this Agreement or any other Loan Document.instrument or agreement required hereunder, except as may have been obtained and certified copies of which have been delivered to the Agent and each Bank;

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Loan Party of this Agreement or any other Purchase Document except for those which have been duly obtained by the Loan DocumentParties, copies of which have been provided to the Agent, and for filing of financing statements and the Mortgages.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) 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 DocumentDocument or Related Agreement.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party Borrower of this Agreement or any other Loan Document, except the Bankruptcy Court and notices to creditors required by the Bankruptcy Code.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentDocument except (a) for recordings and filings in connection with the Liens granted to the Administrative Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, authorization, exemption or other action by, or notice to, to or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, governmental authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party by such Borrower of this Agreement or any other Loan Document.instrument or agreement required hereunder to be executed by it, including, in the case of the Revolving Borrower, the Guaranty, except as may have been obtained and certified copies of which have been delivered to the Agent and each Bank;

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Loan Party of this its Subsidiaries of the Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental AuthorityAuthority is required in connection with the execution, delivery and performance of the Loan Documents by any Loan Party, except for (a) the filings in connection with the granting of security interests pursuant to the Collateral Documents, is necessary or required Documents and (b) filing with the SEC in connection with entry, amendment or other modification of the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocuments.

Governmental Authorization. No Except for filings to be made by Lender in order to perfect its security interest under the Collateral Documents, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Bank under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party the Company of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Loan Party of this the Guarantors of the Agreement or any other Loan DocumentDocument or the consummation of the Reorganization.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings in connection with the granting of security interests pursuant required to perfect Liens under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any Loan Party of this the Subsidiaries of the Agreement or any other Loan DocumentDocument to which each is a party, except for authorizations, approvals, actions, notices and filings as to which the failure to obtain would not have a Material Adverse Effect.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentTransaction Document except (a) for recordings and filings in connection with the Liens granted to the Administrative Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No approval, consent, exemption, -------------------------- authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the filings in connection with the granting of security interests pursuant Liens granted to the Administrative Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any of its Restricted Subsidiaries of any Loan Party of this Agreement or any other Loan DocumentDocument to which such Person is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the Transactions (including the execution, delivery or performance by, or enforcement against, any each Obligor of each Loan Party Document to which it is a party), except (i) such as have been obtained and are in full force and effect (including without limitation, the approval of this Agreement or any other Loan Documentthe Department of Insurance of the jurisdiction of the domicile of the Insurance Subsidiaries) and (ii) filings necessary to perfect the Transaction Liens.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, Consent by any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, 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 Controlling Shareholder under this Agreement or any other Loan DocumentTransaction Document to which he or she is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any Loan Party of its Subsidiaries of this Agreement or any other Loan Document.Document other than those which have already been obtained or made. 5.04

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Administrative Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party either Borrower of this the Agreement or any other Loan DocumentDocument or by any of its Subsidiaries of any Loan Document to which it is a party.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Subsidiaries of any Loan Party of Document to which any such Person is a party, in each case other than filings necessary to perfect the security interest in the Collateral under the Security Agreement (which filings have been made to the extent that this Agreement representation and warranty is made (or any other Loan Documentdeemed made) after 10 days after the Closing Date).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan DocumentTransaction Document except (a) for recordings and filings in connection with the Liens granted to the Administrative Agent under the Collateral Documents and (b) those obtained or made on or prior to the Restatement Effective Date.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the those already obtained, recordings or filings in connection with the granting of security interests pursuant Liens granted to the Administrative Agent, for the benefit of the Agents and the Lenders, under the Collateral Documents and those contemplated by the terms and provisions of the Loan Documents, ) is necessary or required in connection with the execution, delivery or delivery, performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority or other Person is necessary or required in connection with the execution, delivery delivery, or performance by, or enforcement against, any Loan Obligated Party of this Agreement or any other Loan DocumentDocument except for those that have been duly obtained by the Obligated Parties, copies of which have been provided to the Administrative Agent, and for filing of financing statements and recording of Mortgages (if any).

Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings in connection with the granting of security interests pursuant to the Collateral Documents, Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party or any of its Subsidiaries of this Agreement or any other Loan DocumentDocument except for (x) recordings and filings in connection with the Liens granted to Lender under the Security Documents, or (y) those obtained or made on or prior to the Closing Date.

Governmental Authorization. No Except as set forth on Schedule 6.03, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, Authority (except for the recordings or filings in connection with the granting of security interests pursuant Liens granted to the Agent under the Collateral Documents, ) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any Loan Party of its Subsidiaries of this Agreement or any other Loan Document, to which such Person is a party.