No consent, approval, license, permit, order or authorization (each, a “ Consent ”) of, or registration, declaration or filing (each, a “ Filing ”) with, any Governmental Entity is required to be obtained or made by Seller which has not been obtained or made by Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby, other than (a) the Seller’s Required Consents set forth in Section 3.03 of the Seller Disclosure Letter and (b) the Consents and Filings the failure of which to obtain or make would not be (i) material to the ownership or operation of the Facility, or (ii) materially adverse to the ability of Seller to consummate the transactions contemplated hereunder or thereunder. No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to the Knowledge of Seller, threatened, against Seller or any of its Affiliates relating to Seller or any of its Affiliates, in each case, that (a) challenges the validity or enforceability of Seller’s obligations under this Agreement, (b) would be materially adverse to the ability of Seller to perform its obligations hereunder or to consummate the transactions contemplated hereunder, or (c) would be material to the ownership or operation of the Facility.