The execution and delivery of this Agreement by Seller, and the performance of this Agreement by Seller, have been approved, except with respect to the Leaseback Agreements, which will be approved on or before the Closing Date, and this Agreement is binding on Seller and enforceable against Seller in accordance with its terms. No consent of any creditor, investor, judicial or administrative body, governmental authority, or other governmental body or agency, or other party to such execution, delivery and performance by Seller is required, except for such consent with respect to the Leaseback Agreements, that will be obtained at or prior to the Closing Date.