No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the Borrower of this Note, except those obtained or made on or prior to the date hereof and such filings as may be required to be made with the Securities and Exchange Commission and any state or foreign blue sky or securities regulatory authority after the issuance of this Note by the Borrower.