The execution and delivery by it of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made, and each such consent or approval is in full force and effect, other than any failure of such Wholly Owned Holdco Guarantor to comply with this 3)b)ii) which would not reasonably be expected to have a Material Adverse Effect.