No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Issuers of the Transaction Agreements to which it is a party or the issuance and sale or exchange, as applicable, of the New Notes, except (a) as required by the SEC in connection with the Issuers’ obligations under the Registration Rights Agreement, (b) as required by the Trust Indenture Act or (c) as may be required under the state securities or “Blue Sky” Laws.