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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or delivery, performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (iw) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties or any Restricted Subsidiary in favor of the Secured PartiesParties consisting of UCC financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office and Mortgages or filings in foreign jurisdictions, (iix) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iiiy) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices or filings set out in the Collateral Documents and filings (z) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would notcould not reasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) to the extent required thereunder or (d) the exercise by the Collateral Administrative Agent, the Administrative Collateral 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 (i) approvals, consents, exemptions, authorizations or other actions by, or notices to, or filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties (or release existing Liens), (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would notmake, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Mission Entity of this Agreement or any other Loan Document, or other than (i) the filing of certain of the Loan Documents with the FCC after the Closing Date, and (ii) the prior approval of the FCC, as may be required for the consummation Lenders to exercise certain of their rights with respect to the TransactionStations and the Nexstar Stations, (b) as of the Closing Date, the grant by any Loan Party Mission Entity of the Liens granted by it pursuant to the Collateral Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (de) the exercise by the Collateral Agent, 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, Security Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties Mission Entities in favor of the Secured PartiesParties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would could not, individually or in the aggregateaggregate for the Nexstar Entities and the Mission Entities, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Nexstar Entity of this Agreement or any other Loan Document, or other than (i) the filing of certain of the Loan Documents with the FCC after the Closing Date, and (ii) the prior approval of the FCC, as may be required for the consummation Lenders to exercise certain of their rights with respect to the TransactionStations and the Shared Service Party Stations, (b) as of the Closing Date, the grant by any Loan Party Nexstar Entity of the Liens granted by it pursuant to the Collateral Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (de) the exercise by the Collateral Agent, 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, Security Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties Nexstar Entities in favor of the Secured PartiesParties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would could not, individually or in the aggregateaggregate for the Nexstar Entities and the Mission Entities, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings filings, 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, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods , and except that (x) certain actions which may be taken by the Administrative Agent or the Lenders in connection the exercise of their rights and remedies under this Agreement or any other Loan Document may require the prior consent of the FCC, and (y) copies of this Agreement or any other Loan Document may be required to be filed with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themFCC for informational purposes.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Credit Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Credit Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Credit Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, reasonably be reasonably likely expected to (A) have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing Effect or imposing (B) be materially adverse conditions upon to the Transaction interest of Agent, the L/C Issuers or the rights of the Loan Parties Lenders and (iv) approvals, consents, exemptions, authorization or their Subsidiaries freely to transfer other actions, notices or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themfilings under securities laws.

Governmental Authorization; Other Consents. (a) No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings and registrations necessary to perfect perfect, as applicable, the Liens or register on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been (or, within the applicable period set out in the relevant Collateral Document, will be) duly obtained, taken, given or made and are or (within such applicable period will be) in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect effect, (ii) the filing of UCC-1 financing statements pursuant to the Security Agreement naming the Administrative Agent, as secured party, and each Loan Party, as debtor in the appropriate filing offices (iii) such any other filings that are necessary under applicable Law to perfect Liens in certain Collateral, and (iv) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their respective Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first-priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender the Lenders of its their rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect effect, (ii) authorizations, approvals, actions, notices and filings in connection with the enforcement of pledges of, and the sale of, the Pledged Equity in connection therewith, (iii) such authorizations, approvals, consentsactions, exemptionsnotices and filings required in connection with the additional mortgage and security interests required to be granted under this Agreement; (iv) routine authorizations, approvals, actions, notices and filings in the ordinary course of business (e.g. tax filings, annual reports, environmental filings, etc.); (v) authorizations, approvals and consents necessary in connection with the Borrower’s mineral class leases with the general land office of the State of Texas; and (vi) the periodic filing of continuation statements under the UCC, and (vii) authorizations, approvals, actions, notices and filings the failure of which to obtain obtain, take or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral DocumentsSecurity Instruments, (c) the perfection or maintenance of the Liens created under the Collateral Documents Security Instruments (including the first-priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender the Lenders of its their rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral DocumentsSecurity Instruments, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect effect, (ii) authorizations, approvals, actions, notices and filings in connection with the enforcement of pledges of, and the sale of, the Pledged Equity in connection therewith, (iii) such authorizations, approvals, consentsactions, exemptionsnotices and filings required in connection with the additional mortgage and security interests required to be granted under this Agreement; (iv) routine authorizations, approvals, actions, notices and filings in the ordinary course of business (e.g. tax filings, annual reports, environmental filings, etc.); (v) the periodic filing of continuation statements under the UCC, and (vi) authorizations, approvals, actions, notices and filings the failure of which to obtain obtain, take or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party the Borrower of this Agreement or any other Loan Document or Transfer Document, or for the consummation of the TransactionTransactions, (bii) the grant by any Loan Party the Borrower of the Liens granted by it pursuant to the Collateral Loan Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Loan Documents (including the first priority nature thereof) or (div) the exercise by the Collateral Agent, 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 (iA) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iiiB) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings which are not required by the failure express terms of the Loan Documents to obtain be taken or make would not, individually or in delivered by the aggregate, be reasonably likely to have a Material Adverse EffectBorrower as of the Closing Date. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their Subsidiaries Borrower freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themit.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, Document or the Purchase Agreement or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01 and Permitted Encumbrances) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect for the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iiiii) such approvals, consents, exemptions, authorizations, actions, notices and filings to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to obtain have been duly obtained, taken, given, or make would notmade or to be in full force and effect, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. (a) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority and (b) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with any other Person Person, in each case, is necessary or required in connection with (ai) the execution, delivery or performance by, or enforcement against, by any Loan Credit Party of this Agreement or any other Loan Document, Document or for the consummation of the TransactionTransactions and the Amendment Transactions, (bii) the grant by any Loan Credit Party of the Liens granted by it pursuant to the Collateral Documents, Documents or (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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, (x) except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the those approvals, consents, exemptions, authorizations, actions, notices and filings authorizations or other actions which are set forth on Schedule 5.03 or have already been duly obtained, taken, given or made made, as listed on Schedule 5.03 hereto, and are in full force and effect effect, (y) any filings required to perfect the Liens created under the Collateral Documents and (iiiz) such approvals, consents, exemptions, authorizations, actions, notices and filings those landlord consents required with respect to the failure leasehold mortgages required to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectdelivered hereunder. All applicable waiting periods in connection with the Transaction Transactions and the Amendment Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions and the Amendment Transactions or the rights of the Loan Credit Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or (subject to the Legal Reservations) enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens purported to be created under the Collateral Documents (including the first priority thereofnature thereof (other than Liens permitted under Section 7.01)) to the extent perfection is required thereunder or (d) the exercise (subject to the Legal Reservations) by the Collateral Agent, 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 (i) filings filings, notices, consents and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transaction, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made), (iii) such those set forth on Schedule 5.03 hereto, (iv) the filing of assignments in the applicable intellectual property registries as may be necessary (after giving effect to Sections 9-406, 9-407 and 9-408 of the UCC, to the extent applicable) to the exercise of certain remedies in respect of intellectual property and the exercise of remedies in respect of Non-Assignable Contracts, (v) as may be required, in connection with the disposition of any “investment property” (as defined in the UCC) or the Equity Interests of any Subsidiary, by laws generally affecting the offering and sale of securities, the laws of the jurisdiction of organization of any Foreign Subsidiary, or the terms of the Organization Documents of any Foreign Subsidiary or any Subsidiary which is a limited liability company or a limited partnership and (vi) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Transfer Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority thereofnature thereof subject to the Liens permitted under Section 7.01) or (d) the exercise by the Collateral Agent, 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, Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iiiii) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings which are not required by the failure express terms of the Collateral Documents to obtain be taken or make would not, individually or in delivered by any Loan Party as of the aggregate, be reasonably likely to have a Material Adverse EffectClosing Date. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect effect, (iii) for those filings required by the Exchange Act and (iiiiv) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and effect, (iiiii) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings in connection with enforcement of pledge and the failure sale of the Pledged Equity in connection therewith, (iii) authorizations, approvals, actions, notices and filings required in connection with the additional mortgage and security interests required to obtain or make would notbe granted under this Agreement; (iv) routine authorizations, individually or approvals, actions, notices and filings in the aggregateordinary course of business (e.g. tax filings, be reasonably likely to have a Material Adverse Effectannual reports, environmental filings, etc. ); and (v) authorizations, approvals and consents necessary in connection with the Borrower’s mineral class leases with the general land office of State of Texas. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No Subject, in the case of the Company and the other Foreign Guarantors, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (except as required under the Bankruptcy Code and applicable state and federal bankruptcy rules) or any other Person is necessary for or required of a Loan Party in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral DocumentsDocuments delivered as of such date, (c) the perfection or maintenance of the Liens created under the Collateral Documents delivered as of such date (including the priority thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Orders and the Collateral Documents, except for (i) filings solely in the case of the Company and the other Foreign Guarantors, filings, notices, consents and registrations necessary to perfect the Liens on created under the Collateral granted by the Loan Parties in favor of the Secured Parties, Documents; (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect; (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would could not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods ; and (iv) solely in connection the case of the Company and the other Foreign Guarantors, those not required in accordance with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themAgreed Security Principles.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument to which such Loan Party is a party, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction and the Credit Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority nature thereof) or (d) the exercise by the Collateral Agent, 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, Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the filings of the certificates of merger in respect of the Merger, (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iiiiv) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure to obtain or make would not, individually or in the aggregate, which could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction and the Credit Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction, the Credit Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Merger has been consummated in accordance with the Merger Agreement and applicable Law.

Governmental Authorization; Other Consents. No Other than notices and consents required under the terms of any of the Eligible Loan Assets or Pledged Additional Collateral Assets (all of which have been given or obtained), 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except for the filing of UCC financing statements and the delivery of Control Agreements, the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) , subject to Permitted Collateral Liens). In addition, no approval, consent, exemption, authorization, or (d) other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the enforcement of any Loan Party of, or the exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under under, the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for other than, with respect to foreclosure upon or transfer of (i) filings necessary to perfect any Eligible Loan Asset, notices that may be required under the Liens on the Collateral granted by the documentation governing such Eligible Loan Parties in favor of the Secured Parties, Asset and (ii) the approvals, consents, exemptions, authorizations, actionsany Pledged Additional Collateral Asset, notices that may be required under, and filings which are restrictions on permitted transferees that may be set forth in, the documentation governing such Pledged Additional Collateral Asset (but only to the extent such restrictions on Schedule 5.03 permitted transferees of such Pledged Additional Collateral Asset are reasonably standard and customary for loans or have been duly obtained, taken, given or made and other debt investments that are in full force and effect and (iii) the same type as such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themPledged Additional Collateral Asset).

Governmental Authorization; Other Consents. No material 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 to be made or obtained by any Loan Party in connection with (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Security Documents, (c) the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, the Administrative any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Security Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iii) such those approvals, consents, exemptions, authorizations, actions, notices or filings described in the Security Agreement, (iv) the filing with the FCC of copies of certain of the Loan Documents within thirty (30) days of the date of their execution, (v) applications to the FCC requesting its prior consent to the exercise by the Agents and/or the Lenders of certain of their remedies under this Agreement and filings under the Security Documents, following an uncured Event of Default, as contemplated by Section 10.17, and (vi) those approvals, consents, exemptions, authorizations, actions, notices or filings, the failure of which to obtain or make would notnot reasonably be expected to have, either individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or Material Contract, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority thereofnature thereof (subject to the Term Intercreditor Agreement)) or (d) the exercise by the Collateral Agent, 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 (i) filings and recordings necessary to perfect the Liens on created under the Collateral granted by the Loan Parties in favor of the Secured PartiesDocuments, (ii) the with respect to clause (d) above, any approvals, consentsauthorizations or filings that may be required under the Securities Laws and (iii) such authorizations, exemptions, authorizationsapprovals, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effecteffect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender the Lenders of its their rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect effect, (ii) authorizations, approvals, actions, notices and filings in connection with the enforcement of pledges of, and the sale of, the Pledged Equity in connection therewith, (iii) such authorizations, approvals, consentsactions, exemptionsnotices and filings required in connection with the additional mortgage and security interests required to be granted under this Agreement; (iv) routine authorizations, approvals, actions, notices and filings in the ordinary course of business (e.g. tax filings, annual reports, environmental filings, etc.); (v) authorizations, approvals and consents necessary in connection with the Borrower’s mineral class leases with the general land office of the State of Texas; and (vi) the periodic filing of continuation statements under the UCC, and (vii) authorizations, approvals, actions, notices and filings the failure of which to obtain obtain, take or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties Holdings or their its Subsidiaries or Professional Services Affiliates freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Related Transactions have been consummated in accordance with the Related Documents and applicable Law. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have all appropriate Medicare and related agency supplier billing number(s) and related documentation, to the extent the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates participate in such programs, necessary to submit reimbursement claims to the Medicare program for health care services and/or supplies furnished by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates (including, without limitation, the provision of durable medical equipment and pharmaceuticals) in those jurisdictions where the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates conduct business. Each employee of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates who is required by any applicable Law to have a license or certification in order to perform services on behalf of Holdings and/or its respective Subsidiaries, Minority Investments is so licensed and certified, except where the failure to obtain such licenses or certifications could not reasonably be expected to have a Material Adverse Effect, and each such employee is in compliance in all material respects with the terms and conditions of such license and certificate. To each Loan Party’s knowledge, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have received from each independent contractor who is required by any applicable Law to have a license or certification in order to perform services on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, copies of such license or certification. No Loan Party has reason to believe that such independent contractor is not so licensed or certified or is not in compliance in all respects with the material terms and conditions of such license and certificate. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have certificates of insurance from each independent contractor that such Person has in place malpractice insurance with coverage amounts which are adequate and customary for such professionals.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, the Holding Companies or any other Loan Party of this Agreement or any other Loan Document, or for the consummation of Restructuring Transactions on the TransactionClosing Date, (b) the grant by the Holding Companies or any other Loan 108 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Holding Companies and the other Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings filings, including all required Gaming Permits, which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iii) such filings necessary to release collateral provided under the Prepetition Credit Agreement or in connection with other obligations of the Debtors which have been delivered to the Administrative Agent for filing, (iv) those items set forth on Schedule 5.03, (v) approvals from the applicable Gaming Authorities of the Shareholder Pledge Agreement and the Pledge Agreement, which have been duly obtained, taken, given or made and are in full force and effect, (vi) approvals, consents, authorization or Permits required from any Governmental Authority in connection with an exercise of remedies under any of the Collateral Documents with respect to the Disposition of Equity Interests, gaming equipment or liquor and (vii) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party or Covenant Party of this Agreement or Agreement, any other Loan DocumentDocument or any Proceeds Loan Finance Document to which such Person is a party, or for the consummation of the Transaction, (b) the grant by any Loan Party or Covenant Party of the Liens granted by it pursuant to the Collateral Documents or the Proceeds Loan Collateral Documents, (c) as applicable, the perfection or maintenance of the Liens created under the Collateral Documents or the Proceeds Loan Collateral Documents, as applicable (including the priority thereof) ), or (d) the exercise by the Collateral Agent, 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 and the Proceeds Loan Collateral pursuant to the Proceeds Loan Collateral Documents, except for (i) filings filings, registrations, notices, notifications and acknowledgments necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties and on the Proceeds Loan Collateral granted by the Covenant Parties in favour of the Group Security Agent, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document, or for the consummation of the TransactionTransactions that have been consummated on or prior to such date, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and effect, (iiiii) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings that are to be made by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings with respect to any Mortgage) and are listed on Schedule 5.03 hereto, (iii) filings necessary to maintain the perfection or priority of the Liens created by the Loan Documents and (iv) consents, approvals, registrations, filings, permits or actions the failure of which to obtain or make would not, individually or perform could not reasonably be expected to result in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, Document or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, the any Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral DocumentsCollateral, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and force, (iii) such those approvals, consents, exemptions, authorizations, actions, notices or filings described in the Security Agreement and filings (iv) those approvals, consents, exemptions, authorizations, actions, notices or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 that has not been obtained is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or the Merger Agreement, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) except for filings completed on or prior to the Closing Date as contemplated hereby and by the Collateral Documents or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Liens on the Collateral granted by the Loan Parties in favor enforcement of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectcreditors’ rights generally. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated in accordance with the Merger Agreement and applicable Laws.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection (if and to the extent required to be perfected under the Security Agreement) or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens (if and to the extent required to be perfected under the Security Agreement) on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties or to release existing Liens in connection with the Transaction, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been (and with respect to IP Rights, will be) duly obtained, taken, given or made and are in full force and effect and effect, (iii) such filings by the Ultimate Parent or its Subsidiaries pursuant to disclosure obligations under any applicable securities laws, and (iv) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No On and after the Effective Date, except as already obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is will be necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except as required by Sections 4.02, 6.17 and 6.18 or by the applicable Collateral Documents (including the filing of UCC financing statements and other similar perfection documentation), the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 that certain filings with the Federal Communications Commission (the “FCC”) may be required in connection with the grant of a security interest in FCC licenses and the exercise of remedies thereunder, in each case, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the those approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All As of the Funding Date, all applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) (other than Liens permitted under Section 7.01) or (d) the exercise by the Collateral Agent, 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 (i) filings filings, notices, consents and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transaction, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made), (iii) such the filing of assignments in the applicable Intellectual Property registries as may be necessary (after giving effect to Sections 9-406, 9-407 and 9-408 of the UCC to the extent applicable) to the exercise of certain remedies in respect of Intellectual Property and the exercise of remedies in respect of non-assignable contracts, (iv) as may be required, in connection with the disposition of any “investment property” (as defined in the UCC) or the Equity Interests of any subsidiary, by laws generally affecting the offering and sale of securities, the laws of the jurisdiction of organization of any Foreign Subsidiary or the terms of the Organization Documents of any Foreign Subsidiary or any Subsidiary which is a limited liability company or a limited partnership and (v) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976 in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. (a) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority and (b) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with any other Person Person, in each case, is necessary or required in connection with (ai) the execution, delivery or performance by, or enforcement against, any Loan Party by the Guarantor of this Agreement Guaranty or any other Loan Document, Document or for the consummation of the TransactionTransactions and the Amendment Transactions, (bii) the grant by any Loan Party Guarantor of the Liens granted by it pursuant to the Collateral Documents, Documents or (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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, (x) except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the those approvals, consents, exemptions, authorizations, actions, notices and filings authorizations or other actions which are set forth on Schedule 5.03 or have already been duly obtained, taken, given or made made, as listed on Schedule 5.03 of the Credit Agreement, and are in full force and effect effect, (y) any filings required to perfect the Liens created under the Collateral Documents and (iiiz) such approvals, consents, exemptions, authorizations, actions, notices and filings those landlord consents required with respect to the failure leasehold mortgages required to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectdelivered hereunder. All applicable waiting periods in connection with the Transaction Transactions and the Amendment Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions and the Amendment Transactions or the rights of the Loan Credit Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the -103- priority thereof) or (d) the exercise by the Collateral Agent, the any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, Administrative Agent (which filings are disclosed in the Perfection Certificate) or (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and solely for purposes of the foregoing clause (iii) such a), in the case of the Transaction, those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or Transaction. Following the rights of initial Credit Extensions, the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose ofAcquisition and the Mergers have been consummated in accordance with the Acquisition Agreement and, or to create any Lien onin all material respects, any properties now owned or hereafter acquired by any of themapplicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Administrative Agent, the Administrative Agent Collateral Trustee 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings filings, all of which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvalseffect, consents, exemptions, authorizations, actions, notices and filings except for receipt by the failure Borrower of the approval of the Nevada Gaming Commission to obtain or make would not, individually or the pledge of the Equity Interests in the aggregateBorrower by Holdings pursuant to the Equity Pledge Agreement; provided that, be reasonably likely the Borrower submitted an application for approval of the same along with all other information requested by the appropriate authorities on or prior to have a Material Adverse Effectthe Closing Date. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral DocumentsSecurity Instruments, (c) the perfection or maintenance of the Liens created under the Collateral Documents Security Instruments (including the first-priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender the Lenders of its their rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral DocumentsSecurity Instruments, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect effect, (ii) authorizations, approvals, actions, notices and filings in connection with the enforcement of pledges of, and the sale of, the Pledged Equity in connection therewith, (iii) such authorizations, approvals, consentsactions, exemptionsnotices and filings required in connection with the additional mortgage and security interests required to be granted under this Agreement; (iv) routine authorizations, approvals, actions, notices and filings in the ordinary course of business (e.g. tax filings, annual reports, environmental filings, etc.); (v) the periodic filing of continuation statements under the UCC, and (vi) authorizations, approvals, actions, notices and filings the failure of which to obtain obtain, take or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.77

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection (if and to the extent required to be perfected under the Security Agreement) or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens (if and to the extent required to be perfected under the Security Agreement) on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties or to release existing Liens in connection with the Transaction, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been (and with respect to IP Rights, will be) duly obtained, taken, given or made and are in full force and effect and effect, (iii) such filings by the Ultimate Parent or its Subsidiaries pursuant to discosuredisclosure obligations under any applicable securities laws, and (iv) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. (a) No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings and registrations necessary to perfect perfect, as applicable, the Liens or register on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been (or, within the applicable period set out in the relevant Collateral Document, will be) duly obtained, taken, given or made and are or (within such applicable period will be) in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.138

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and or filings set forth on Schedule 5.03, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation consummation, in any material respect, of the Transactiontransactions contemplated hereby or thereby (except for notices or similar actions that may be required in connection with enforcement of any security interest or mortgage under applicable Law), (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance maintenance, in all material respects, of the Liens created under the Collateral Documents (including the first priority nature thereof) (other than the filing of financing statements, registration of mortgages and delivery of any possessory Collateral as contemplated under the Loan Documents and which filings, registrations and deliveries have either (x) been made on or prior to the Closing Date or (y) are being (or, will be) made in accordance with the terms of the Loan Documents) or (d) the exercise exercise, in all material respects, by the Collateral Agent, 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, Documents (except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties notices or similar actions that may be required in favor connection with enforcement of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 any security interest or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectmortgage under applicable Law). All applicable waiting periods in connection with the Transaction transactions contemplated by the Loan Documents, if any, have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction thereon or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, other than in connection with enforcement compliance with antitrust laws and laws generally applicable to the sale of securities, or for the consummation of the Transaction, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents to the extent provided therein (including the first priority thereofnature thereof to the extent provided therein and intended by the terms thereof to be created thereby) or (div) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary customary procedures required to perfect the Liens foreclose or otherwise realize upon a Lien, customary restrictions on the Collateral granted by assignability of certain Contractual Obligations and the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or hereto as of the date hereof, all of which have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effecteffect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition have been consummated in accordance with the Purchase Agreement and applicable Law.

Governmental Authorization; Other Consents. No Subject to the Reservations and the Perfection Requirements, no material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings filings, notices and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with Notwithstanding the Transaction have expired without any action having been taken by any competent authority restrainingabove, preventing or imposing materially adverse conditions upon the Transaction or the rights registration of the Loan Parties Documents (and any document in connection therewith) with the Administration de l’Enregistrement et des Domaines in Luxembourg may be required in the case of legal proceedings before Luxembourg courts or their Subsidiaries freely in the case that any Loan Document (and any document in connection therewith) must be produced before an official Luxembourg authority (autorité constituée). A nominal registration duty or an ad valorem duty may be payable, depending on the nature of the document to transfer or otherwise dispose ofbe registered, or to create in the case of a voluntary registration. The Luxembourg courts or the official Luxembourg authority may require that the Loan Documents (and any Lien on, document in connection therewith) and any properties now owned judgment obtained in a foreign court be translated into French or hereafter acquired by any of themGerman.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, license, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect effect, (ii) the filing of UCC-1 financing statements pursuant to the Security Agreement naming the Administrative Agent, as secured party, and each Loan Party, as debtor in the appropriate filing offices (iii) such any other filings that are necessary under applicable Law to perfect Liens in certain Collateral, and (iv) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their respective Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document or any Related Document, or for the consummation of the Transaction, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (div) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and (iii) such and, in the case of any authorizations, approvals, consents, exemptions, authorizations, actions, notices and or filings the failure by, to obtain or make would notwith any Governmental Authority, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectare listed on SCHEDULE 5.03 hereto. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated in accordance with the Stock Purchase Agreement and applicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document or any Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the second priority (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and Terremark Worldwide, Inc. — Second Lien Credit Agreement are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and (iii) such and, in the case of any authorizations, approvals, consents, exemptions, authorizations, actions, notices or filings by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings the failure with respect to obtain or make would notany Mortgage), individually or in the aggregate, be reasonably likely to have a Material Adverse Effectare listed on Schedule 5.03 hereto. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Acquisition Document, or for the consummation of the TransactionTransactions, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens purported to be created under the Collateral Documents (including the first priority thereofnature, or its equivalent under applicable Law, thereof (other than with respect to Liens permitted under Section 7.01)) or (div) the exercise by the Collateral Agent, 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 (i) filings filings, notices, consents and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transactions, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made), (iii) such those set forth on Schedule 5.03 hereto, (iv) the filing of assignments in the applicable intellectual property registries as may be necessary (after giving effect to Sections 9-406, 9-407 and 9-408 of the UCC, to the extent applicable) to the exercise of certain remedies in respect of intellectual property and the exercise of remedies in respect of Non-Assignable Contracts, (v) as may be required, in connection with the disposition of any “investment property” (as defined in the UCC) or the Equity Interests of any Subsidiary, by laws generally affecting the offering and sale of securities, the laws of the jurisdiction of organization of any Foreign Subsidiary, or the terms of the Organization Documents of any Foreign Subsidiary or any Subsidiary which is a limited liability company or a limited partnership and (vi) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods The Acquisition has been consummated in connection accordance with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themAcquisition Agreement and applicable Law.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) or any other Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactiontransactions contemplated hereby, (b) the grant by Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) or any other Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) and the other Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings filings, including all required Gaming Permits, which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (except as set forth in clause (v) below), (iii) such filings necessary to release collateral provided under the Original Credit Agreements or in connection with other obligations of the debtors which have been delivered to the Administrative Agent for filing, (iv) those items set forth on Schedule 5.03, (v) approval from the applicable Gaming Authorities of the Pledge Agreement, and the transactions contemplated by, required in connection with or necessary to consummate the GVR Subsidiary Conversion and (vi) approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain authorization or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods Permits required from any Governmental Authority in connection with the Transaction have expired without an exercise of remedies under any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties Collateral Documents with respect to the Disposition of Equity Interests, gaming equipment or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themliquor.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings filings, 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, (ii) the approvals, consents, Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No Other than notices and consents required under the terms of any of the Eligible Loan Assets or Pledged Additional Collateral Assets (all of which have been given or obtained), 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except for the filing of UCC financing statements and the delivery of Control Agreements, the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) , subject to Permitted Collateral Liens). In addition, no approval, consent, exemption, authorization, or (d) other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the enforcement of any Loan Party of, or the exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under under, the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for other than, with respect to foreclosure upon or transfer of (i) filings necessary to perfect the Liens on the Collateral granted any Eligible Loan Asset, notices and consents contemplated by the Loan Parties in favor clause (d) or (e), as applicable, of the Secured Parties, definition of “Permitted Collateral Liens” and (ii) the approvals, consents, exemptions, authorizations, actionsany Pledged Additional Collateral Asset, notices that may be required under, and filings which are restrictions on permitted transferees that may be set forth in, the documentation governing such Pledged Additional Collateral Asset (but only to the extent such restrictions on Schedule 5.03 permitted transferees of such Pledged Additional Collateral Asset are reasonably standard and customary for loans or have been duly obtained, taken, given or made and other debt investments that are in full force and effect and (iii) the same type as such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themPledged Additional Collateral Asset).

Governmental Authorization; Other Consents. No material 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 (a) the consummation of the Transaction on the Closing Date, (b) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (bc) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (cd) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (de) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties and the secured parties under the First Lien Loan Documents, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings filings, including all required Gaming Permits, which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iii) such those items set forth on Schedule 5.03, (iv) approval from the applicable Gaming Authorities of the Pledge Agreement which has been duly obtained, taken, given or made and is in full force and effect, (v) approvals, consents, authorizations or Permits required from any Governmental Authority in connection with an exercise of remedies under any of the Collateral Documents with respect to the Disposition of Equity Interests or gaming equipment, and (vi) in the case of the consummation of the Acquisition, those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would notmake, either individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No Subject to the entry by the Bankruptcy Court of the Interim Order and the Final Order, 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereofthereof as contemplated herein) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iiiii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and or filings set forth on Schedule 5.03, in each case the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse EffectEffect or to the extent that such noncompliance is permitted by final order of the Bankruptcy Court, and (iii) any approvals, consents, exemptions, authorizations or other actions, notices or filings necessary or required under the Priority Lien Documents. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority nature thereof) or (d) the exercise by the Collateral Agent, 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, Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the filings of the certificates of merger in respect of the Merger, (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iiiiv) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure to obtain or make which in each case would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Merger has been consummated in accordance with the Merger Agreement and applicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document or any Related Document, or for the consummation of the TransactionTransaction (other than filings required to be made with the U.S. Securities and Exchange Commission in connection with the Debt Tender Offer or the COC Put Offer), (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and (iii) such and, in the case of any authorizations, approvals, consents, exemptions, authorizations, actions, notices or filings by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings the failure with respect to obtain or make would notany Mortgage), individually or in the aggregate, be reasonably likely to have a Material Adverse Effectare listed on Schedule 5.03 hereto. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated in accordance with the Merger Agreement and applicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender the Lenders of its their rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect effect, (ii) authorizations, approvals, actions, notices and filings in connection with the enforcement of pledges of, and the sale of, the Pledged Equity in connection therewith, (iii) such authorizations, approvals, consentsactions, exemptionsnotices and filings required in connection with the additional mortgage and security interests required to be granted under this Agreement; (iv) routine authorizations, approvals, actions, notices and filings in the ordinary course of business (e.g. tax filings, annual reports, environmental filings, etc.); (v) authorizations, approvals and consents necessary in connection with the Borrower’s mineral class leases with the general land office of the State of Texas; and (vi) the periodic filing of continuation statements under the Uniform Commercial Code, and (vii) authorizations, approvals, actions, notices and filings the failure of which to obtain obtain, take or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, other than in connection with enforcement compliance with antitrust laws and laws generally applicable to the sale of securities, or for the consummation of the TransactionAcquisition, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents to the extent provided therein (including the first priority thereofnature thereof to the extent provided therein and intended by the terms thereof to be created thereby) or (div) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary customary procedures required to perfect the Liens foreclose or otherwise realize upon a Lien, customary restrictions on the Collateral granted by assignability of certain Contractual Obligations and the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or hereto as of the date hereof, all of which have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effecteffect. All applicable waiting periods in connection with the Transaction Acquisition have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Acquisition or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition have been consummated in accordance with the Purchase Agreement and applicable Law.

Governmental Authorization; Other Consents. No Except as have been made or taken and are in full force and effect, 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the execution and delivery or performance by any Loan Party of any Related Document, or for the consummation of the Transaction (except such as could not reasonably be expected to be material to the Transaction, to Holdings and its Subsidiaries or to the Lenders), (bc) (i) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (cii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted by clauses (e), (j) and (q) of Section 7.01) or (diii) the exercise by the Collateral Agent, the Administrative any 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 in the case of this clause (c) for (iA) the filing of UCC financing statements and continuation statements and filings necessary with the United States Patent and Trademark Office and the United States Copyright Office, (B) recordation of any mortgages, (C) in the case of the Pledged Collateral, delivery of such Pledged Collateral to perfect the Liens on the Collateral granted Agent, (D) in the case of Deposit Accounts not constituting Excluded Deposit Accounts, by the Loan Parties execution and delivery of control agreements providing for “control” as described in favor Section 9-104 of the Secured PartiesUCC, (iiE) in the case of Securities Accounts, upon the earlier of (x) the approvalsfiling of UCC financing statements and (y) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC (F) as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and (G) any consents, exemptions, authorizations, actions, notices and notices, approvals, registrations or filings which are that do not affect more than a de minimis portion of the Collateral. The Merger has been consummated on the Closing Date, substantially simultaneously with the Initial Credit Extension, in accordance with the Merger Agreement (without any waiver or amendment of any term, provision or condition set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or therein that in the aggregategood faith judgment of the Administrative Agent is or could reasonably be expected to be material and adverse to the Lenders to which the Administrative Agent has not previously consented in writing) and applicable Law. The Opco Merger has been consummated on the Closing Date, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection substantially simultaneously with the Transaction have expired without any action having been taken by any competent authority restrainingInitial Credit Extension, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themin accordance with applicable Law.

Governmental Authorization; Other Consents. No On and after the Closing Date, except as already obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is will be necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or the Acquisition Agreement, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except as required by Sections 4.01, 6.12 and 6.15 or by the applicable Collateral Documents, the perfection or maintenance ormaintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 that certain filings with the Federal Communications Commission (the “FCC”) may be required in connection with the grant of a security interest in FCC licenses and the exercise of remedies thereunder, in each case except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the those approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All As of the Closing Date, all applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings (A) which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) or (B) solely in the case of clause (d) with respect to the Equity Interests in VCC Mortgage Securities, which are specified in the Limited Liability Company Agreement of VCC Mortgage Securities and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Table of Contents 62 Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, except those approvals, consents, exemptions, authorizations or other actions the failure of which to obtain or take could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including Documents, other than UCC filings and other filings specifically contemplated by the priority thereof) Collateral Documents, or (d) the exercise by the Collateral any Agent, the Administrative Agent any Lender or any Lender LC Issuer of its rights under the Loan Documents or the remedies in respect of the ABL Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the ABL Collateral granted by the Loan Parties in favor of pursuant to the Secured Parties, Collateral Documents and (ii) the approvals, consents, exemptions, authorizations, actionsdeletions, notices and filings which are set forth on Schedule 5.03 or that (A) have been duly obtained, taken, given or made and are in full force and effect and or (iiiB) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain obtain, take, give or make would which could not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or Material Contract, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority thereofnature thereof (subject to the DIP Term Intercreditor Agreement and the First Lien Intercreditor Agreement)) or (d) the exercise by the Collateral Agent, 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 (i) filings and recordings necessary to perfect the Liens on created under the Collateral granted by the Loan Parties in favor of the Secured PartiesDocuments, (ii) the with respect to clause (d) above, any approvals, consentsauthorizations or filings that may be required under the Securities Laws and (iii) such authorizations, exemptions, authorizationsapprovals, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvalseffect, consents, exemptions, authorizations, actions, notices and filings including the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectapplicable Financing Order. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or (subject to the Legal Reservations) enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, Document (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens purported to be created under the Collateral Documents (including the first priority thereofnature thereof (other than Liens permitted under Section 7.01)) to the extent perfection is required thereunder or (d) the exercise (subject to the Legal Reservations) by the Collateral Agent, 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 (i) filings filings, notices, consents and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect and effect, (iii) such those set forth on Schedule 5.03 hereto, (iv) as may be required, in connection with the disposition of any “investment property” (as defined in the UCC) or the Equity Interests of any Subsidiary, by laws generally affecting the offering and sale of securities, the laws of the jurisdiction of organization of any Foreign Subsidiary, or the terms of the Organization Documents of any Foreign Subsidiary or any Subsidiary which is a limited liability company or a limited partnership and (vi) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. (a) No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings and registrations necessary to perfect perfect, as applicable, the Liens or register on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been (or, within the applicable period set out in the relevant Collateral Document, will be) duly obtained, taken, given or made and are or (within such applicable period will be) in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.135

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and or filings set forth on Schedule 5.03, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition is being consummated in accordance with the Acquisition Agreement (except as otherwise expressly permitted under this Agreement) and applicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document or any Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and (iii) such and, in the case of any authorizations, approvals, consents, exemptions, authorizations, actions, notices or filings by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings the failure with respect to obtain or make would notany Mortgage), individually or in the aggregate, be reasonably likely to have a Material Adverse Effectare listed on Schedule 5.03 hereto. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document, or for the consummation of the TransactionTransactions that have been consummated on or prior to such date, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and effect, (iiiii) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings that are to be made by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings with respect to any Mortgage) and are listed on Schedule 5.03 hereto, (iii) filings necessary to maintain the perfection or priority of the Liens (subject to the terms of the Intercreditor Agreement) created by the Loan Documents and (iv) consents, approvals, registrations, filings, permits or actions the failure of which to obtain or make would not, individually or perform could not reasonably be expected to result in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (ii) the execution, delivery or performance by, or enforcement against, any Loan Party of any Related Document or otherwise for the consummation of the Transaction, (biii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (civ) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (dv) the exercise by the Collateral Agent, 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 (ia) filings necessary filings, consents or notices related to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, CLAUSE (ii) above which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not be reasonably expected to have a Material Adverse Effect, (b) filings, consents or notices related to CLAUSE (i) and (ii) which have been made, obtained or given and (c) in the case of CLAUSES (iii) and (iv), the authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings listed on SCHEDULE 5.03 hereto, all of which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect effect, and (iiithose filings and recordings which are contemplated to be made under SECTIONS 4.01(a) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect6.18. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or Transaction. The Merger has been consummated in accordance with the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themMerger Agreement and in accordance with applicable Law.

Governmental Authorization; Other Consents. No material 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 (a) the consummation of the Transaction on the Closing Date, (b) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (bc) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (cd) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (de) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties and the secured parties under the Second Lien Loan Documents, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings filings, including all required Gaming Permits, which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iii) such those items set forth on Schedule 5.03, (iv) approval from the applicable Gaming Authorities of the Pledge Agreement which has been duly obtained, taken, given or made and is in full force and effect, (v) approvals, consents, authorizations or Permits required from any Governmental Authority in connection with an exercise of remedies under any of the Collateral Documents with respect to the Disposition of Equity Interests or gaming equipment, and (vi) in the case of the consummation of the Acquisition, those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would notmake, either individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection (if and to the extent required to be perfected under the Security Agreement) or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens (if and to the extent required to be perfected under the Security Agreement) on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties or to release existing Liens in connection with the Transaction, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been (and with respect to IP Rights, will be) duly obtained, taken, given or made and are in full force and effect and and, (iii) such filings by the Ultimate Parent or its Subsidiaries pursuant to discosure obligations under any applicable securities laws, and (iv) those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or Material Contract, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority thereofnature thereof (subject to the ABL Intercreditor Agreement)) or (d) the exercise by the Collateral Agent, 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 (i) filings and recordings necessary to perfect the Liens on created under the Collateral granted by the Loan Parties in favor of the Secured PartiesDocuments, (ii) the with respect to clause (d) above, any approvals, consentsauthorizations or filings that may be required under the Securities Laws and (iii) such authorizations, exemptions, authorizationsapprovals, actions, notices and filings which are set forth on Schedule 5.03 or that have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effecteffect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.. BACK

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Security Documents, (c) the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 Security Documents, except for (i) actions, filings and registrations necessary to perfect the Liens on the Collateral and the priority thereof granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain obtain, take, give or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.#94013791v1296130652v5 1008495241v11008495241v6 #96130652v7

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Administrative Agent, the Administrative Collateral 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 (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent, for the benefit of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would notmake, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of themSection 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document or any Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and (iii) such and, in the case of any authorizations, approvals, consents, exemptions, authorizations, actions, notices or filings by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings the failure with respect to obtain or make would notany Terremark Worldwide, individually or in the aggregateInc. — Credit Agreement 44 Mortgage), be reasonably likely to have a Material Adverse Effectare listed on Schedule 5.03 hereto. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or delivery, performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument to which it is a party, or for the consummation of the TransactionTransactions on the Closing Date, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority (subject to Permitted Liens) nature thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant required to the Collateral Documentsbe perfected hereunder, except for (iw) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties consisting of UCC financing statements and filings in favor of the Secured PartiesUnited States Patent and Trademark Office and the United States Copyright Office and Mortgages, (iix) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and effect, (iiiy) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices or filings set out in the Collateral Documents and (z) those approvals, consents, exemptions, authorizations or other actions, notices or filings which are not material, to the Loan Parties’ business, assets, financial condition or results of operations (in each case, taken as a whole) or their respective ability (taken as a whole) to perform their respective payment obligations under the Loan Documents, or for the Agents or Lenders to exercise their respective rights or remedies hereunder or under the Loan Documents, taken as a whole (in each case, other than as a result of (I) the failure of the Administrative Agent to obtain maintain possession of any Collateral actually delivered to it, or make would notthe failure of the Administrative Agent to file UCC financing statements, individually continuation statements or amendments (or any equivalent thereof) to the extent that the Loan Parties have not breached their representations and warranties or covenants, as applicable, under Sections 6(a) and 8(a) of the Security Agreement (in each case, without giving effect to Schedule 8.01), or the aggregate, be reasonably likely failure of the Administrative Agent to have a Material Adverse Effect. All applicable waiting periods in connection file copyright security agreements with the Transaction United States Copyright Office to the extent that such copyright security agreements have expired without any action having been taken executed and delivered by any competent authority restraining, preventing or imposing materially adverse conditions upon a Loan Party when and as required by the Transaction or the rights terms of the Loan Parties Documents, (II) a release of Collateral in accordance with the terms hereof or their Subsidiaries freely to transfer thereof or otherwise dispose of, (III) the occurrence of the Termination Date or to create any Lien on, any properties now owned other termination of such Collateral Document in accordance with the terms hereof or hereafter acquired by any of themthereof).

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party or any Target Company Guarantor of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party or any Target Company Guarantor of the Liens granted granted, or to be granted, by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 other than the filing of reports with the Colombian Central Bank (iBanco de la República de Colombia) filings necessary to perfect the Liens on the Collateral granted which shall be required upon any payment by the Loan Parties in favor of the Secured Partiesa Colombian Guarantor, (ii) the or such other actions which have been taken or approvals, consents, exemptions, authorizations, actions, notices and filings exemptions or authorizations which are set forth on Schedule 5.03 or have already been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effectreceived. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties Parties, the Target Company Guarantors or any of their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them; or such other actions which have been taken or approvals, consents, exemptions or authorizations which have already been received. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties, the Target Company Guarantors or any of their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Mission Entity of this Agreement or any other Loan Document, or other than (i) the filing of certain of the Loan Documents with the FCC after the Closing Date, and (ii) the prior approval of the FCC, as may be required for the consummation Lenders to exercise certain of their rights with respect to the TransactionStations and the Nexstar Stations, (b) as of the Closing Date, the grant by any Loan Party Mission Entity of the Liens granted by it pursuant to the Collateral Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (de) the exercise by the Collateral Agent, 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, Security Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties Mission Entities in favor of the Secured PartiesParties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would could not, individually or in the aggregateaggregate for the Nexstar Entities, the Mission Entities and the Xxxxxxxx Entities, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth listed on Schedule 5.03 or 5.03, all of which have been duly obtained, taken, given or made and are in full force and effect and effect, (iiiii) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restrainingenforcement of pledges of, preventing or imposing materially adverse conditions upon and the Transaction or sale of, the rights Pledged Equity in connection therewith, (iii) authorizations, approvals, actions, notices and filings required in connection with the additional mortgage and security interests required to be granted under this Agreement; (iv) routine authorizations, approvals, actions, notices and filings in the ordinary course of business (e.g. tax filings, annual reports, environmental filings, etc.); (v) authorizations, approvals and consents necessary in connection with the Borrower’s mineral class leases with the general land office of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any State of themTexas; and (vi) the periodic filing of continuation statements under the Uniform Commercial Code.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, the Administrative any 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiesauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or contemporaneously herewith will be) duly obtained, taken, given or made and are (or, upon obtaining, taking, giving or making any such authorization, approval, action, notice or filing, will be) in full force and effect and effect, (iiiii) such authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings that are to be made by, to or with any Governmental Authority (excluding filings of financing statements under the Uniform Commercial Code, filings in the U.S. Patent and Trademark Office and filings with respect to any Mortgage) and are listed on Schedule 5.03 hereto, (iii) filings necessary to maintain the perfection or priority of the Liens created by the Loan Documents and (iv) consents, approvals, registrations, filings, permits or actions the failure of which to obtain or make would not, individually or perform could not reasonably be expected to result in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 required, except as have been obtained or made and are in full force and effect, in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, Document or for the consummation of the TransactionTransaction (except, in the case of that portion of the Transaction described in clause (b) of the definition thereof, for any immaterial approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Person), (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except as provided in Section 5.20, the perfection or maintenance of the Liens created under the Collateral 125 Documents (including the first priority thereofnature thereof subject to Permitted Liens) or (d) other than pursuant to applicable Law in connection with the exercise of remedies with respect to the Collateral, the exercise by the Collateral Agent, the Applicable 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction (except, in the case of that portion of the Transaction described in clause (b) of the definition thereof, for waiting periods related to immaterial approvals, consents, exemptions, authorizations or other actions by, or notices to or filings with, any Governmental Authority) have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No Following the entry of, and giving effect to, the DIP Financing Orders (in the case of the Loan Documents) and the Bidding Procedures Order (in the case of the Investment Agreement), 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 (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or the Investment Agreement, or for the consummation of the TransactionTransaction (except for those required in connection with consummation of the transactions contemplated by the Investment Agreement), (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, Documents or (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the requisite priority thereofset forth in the DIP Financing Orders) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies except in respect of the Collateral pursuant to the Collateral Documents, except each case for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, such consents, exemptions, authorizations, approvals, actions, notices and filings which are set forth listed on Schedule 5.03 or hereto, all of which have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effecteffect. All applicable waiting periods in connection with the Transaction (except for those required in connection with consummation of the transactions contemplated by the Investment Agreement) have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, by any Loan Party Borrower of this Agreement or any other Loan Document, Document or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party Borrower of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, the any Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral DocumentsCollateral, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties Borrowers in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and force, (iii) such those approvals, consents, exemptions, authorizations, actions, notices or filings described in the Security Agreement and filings (iv) those approvals, consents, exemptions, authorizations, actions, notices or filings, the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties Borrowers or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings filings, 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, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods , and except that (x) certain actions which may be taken by the Administrative Agent or the Lenders in connection the exercise of their rights and remedies under this Agreement or any other Loan Document may require the prior consent of the FCC, and (y) copies of this Agreement or any other Loan Document may be required to be filed with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.FCC for informational purposes. 107

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Nexstar Entity of this Agreement or any other Loan Document, or other than (i) the filing of certain of the Loan Documents with the FCC after the Closing Date, and (ii) the prior approval of the FCC, as may be required for the consummation Lenders to exercise certain of their rights with respect to the TransactionStations and the Shared Service Party Stations, (b) as of the Closing Date, the grant by any Loan Party Nexstar Entity of the Liens granted by it pursuant to the Collateral Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (de) the exercise by the Collateral Agent, 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, Security Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties Nexstar Entities in favor of the Secured PartiesParties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would could not, individually or in the aggregateaggregate for the Nexstar Entities, the Mission Entities and the Xxxxxxxx Entities, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No material 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 118 with (a) the execution, delivery or performance by, or enforcement against, any Loan Party Party, HWHI or HGVI of this Agreement or any other Loan Document, or for the consummation of the TransactionSpin-Off Transaction (to the extent such Loan Party, HWHI or HGVI is a party or otherwise subject thereto), (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings filings, 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, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Security Documents, (c) the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof) ), or (d) the exercise by the Collateral Agent, 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 Security Documents, ; except for (i) the filing of certain of the Loan Documents with the FCC after the Acquisition Effective Date, (ii) the filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties from and after the Acquisition Effective Date, (iiiii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect effect, (iv) the prior approval of the FCC as may be required for the Lenders to exercise certain of their rights with respect to the Stations and the Shared Service Party Stations, (iv) filings with the SEC required under applicable Laws and (iiiv) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would notmake, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.110

Governmental Authorization; Other Consents. No On and after the Closing Date, except as already obtained, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is will be necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the TransactionTransactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) except as required by Sections 4.01, 6.17 and 6.18 or by the applicable Collateral Documents (including the filing of UCC financing statements and other similar perfection documentation), the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Collateral Agent, 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 that certain filings with the Federal Communications Commission (the “FCC”) may be required in connection with the grant of a security interest in FCC licenses and the exercise of remedies thereunder, in each case, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the those approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. All As of the Closing Date, all applicable waiting periods in connection with the Transaction Transactions have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party or Covenant Party of this Agreement or Agreement, any other Loan DocumentDocument or any Proceeds Loan Finance Document to which such Person is a party, or for the consummation of the Transaction, (b) the grant by any Loan Party or Covenant Party of the Liens granted by it pursuant to the Collateral Documents or the Proceeds Loan Collateral Documents, (c) as applicable, the perfection or maintenance of the Liens created under the Collateral Documents or the Proceeds Loan Collateral Documents, as applicable (including the priority thereof) ), or (d) the exercise by the Collateral Agent, 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 and the Proceeds Loan Collateral pursuant to the Proceeds Loan Collateral Documents, except for (i) filings filings, registrations, notices, notifications 103 95007615_1 and acknowledgments necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured PartiesParties and on the Proceeds Loan Collateral granted by the Covenant Parties in favour of the Group Security Agent, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) such those approvals, consents, exemptions, authorizations, actions, notices and filings or filings, the failure of which to obtain or make would not, individually or in the aggregate, could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents as required or permitted by the terms thereof (including the first priority (subject to Permitted Liens) nature thereof) or (d) the exercise by the Collateral Agent, 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 (i) filings of Uniform Commercial Code financing statements, the filing of the Security Agreement or a short form thereof in the United States Patent and Trademark Office and the United States Copyright Office, and the filing, recording or registration of the Mortgages and other instruments and the taking of other actions necessary to perfect the Liens on created by the Collateral granted by Documents or (in the Loan Parties case of any local law pledge agreements with respect to first-tier Foreign Subsidiaries) required under applicable foreign law in favor of order to create and perfect the Secured PartiesLiens provided for thereby, (ii) the authorizations, approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or that have been (or on the Closing Date will have been) duly obtained, taken, given or made and are (or on the Closing Date will be) in full force and effect effect, and (iii) such approvals, consents, exemptionswith respect to the Acquisition, authorizations, approvals, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, which could not reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated in accordance in all material respects with the Acquisition Agreement and applicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party Xxxxxxxx Entity of this Agreement or any other Loan Document, or other than (i) the filing of certain of the Loan Documents with the FCC after the Closing Date, and (ii) the prior approval of the FCC, as may be required for the consummation Lenders to exercise certain of their rights with respect to the TransactionStations and the Nexstar Stations, (b) as of the Closing Date, the grant by any Loan Party Xxxxxxxx Entity of the Liens granted by it pursuant to the Collateral Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Collateral Security Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (de) the exercise by the Collateral Agent, 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, Security Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties Xxxxxxxx Entities in favor of the Secured PartiesParties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such those approvals, consents, exemptions, authorizations, authorizations or other actions, notices and filings or filings, the failure of which to obtain or make would could not, individually or in the aggregateaggregate for the Nexstar Entities, the Mission Entities and the Xxxxxxxx Entities, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or Agreement, any other Loan Document, or for the consummation of the TransactionTransactions, except those approvals, consents, exemptions, authorizations or other actions the failure of which to obtain or take could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including Documents, other than UCC filings and other filings specifically contemplated by the priority thereof) Collateral Documents, or (d) the exercise by the Collateral any Agent, the Administrative Agent any Lender or any Lender L/C Issuer of its rights under the Loan Documents or the remedies in respect of the ABL Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the ABL Collateral granted by the Loan Parties in favor of pursuant to the Secured Parties, Collateral Documents and (ii) the approvals, consents, exemptions, authorizations, actionsdeletions, notices and filings which are set forth on Schedule 5.03 or that (A) have been duly obtained, taken, given or made and are in full force and effect and or (iiiB) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain obtain, take, give or make would which could not, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No After giving effect to the Spinoff, 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 (x) in connection with (ai) the execution, delivery delivery, recordation, filing or performance by, or enforcement against, any Loan Party of this Agreement any Loan Document to which it is or any other Loan Document, or for the consummation of the Transactionis to be a party, (bii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (ciii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (div) the exercise by the Collateral Agent, the Administrative any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents; or (y) in connection with the execution, except delivery, recordation, filing or performance by, or enforcement against, any Loan Party of any Related Document to which it is or is to be a party, or for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor consummation of the Secured PartiesTransaction, (ii) the except, in each case, approvals, consents, exemptions, authorizations, actionsor other actions by, or notices and to, or filings with, any Governmental Authority or any other Person (A) which have, or will have been, obtained prior to the Closing Date; (B) which, in the case of clause (y) only, are immaterial; or (C) which are set forth on Schedule 5.03 routine and issued or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or obtained in the aggregate, be reasonably likely to have a Material Adverse Effectordinary course of business. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Spinoff has, or on or prior to July 31, 2002 shall have, been consummated in accordance with the Related Documents (without any amendment or waiver thereof) and applicable Law.

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 (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection (to the extent that such perfection is required under the Security Agreement) or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Permitted Liens) or (d) the exercise by the Collateral Agent, 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 (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Partiessuch authorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect effect, (ii) the filing of documents required to be delivered pursuant to the terms of Sections 4.01 and the Collateral Documents and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings (solely in the failure case of Collateral in which the Security Agreement does not require that the Administrative Agent have a perfected security interest) for any steps required for the Administrative Agent to obtain or make would not, individually or in the aggregate, be reasonably likely to have such a Material Adverse Effectperfected security interest. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.