Jarden (JAH)

5.03 Governmental and Third-Party Authorization; Gaming Authorizations.

(a) No further approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, including, to the best of the Company’s knowledge after due inquiry, any Gaming Authority, or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement, any other Loan Document, any Transaction Document which, in each instance, either (i) has not been obtained or effected or (ii) with respect to which the failure so to obtain or effect could not reasonably be expected to have a Material Adverse Effect.

(b) All Gaming Authorizations have been duly obtained and are in full force and effect in each jurisdiction where the business of the Borrower or its Subsidiaries require such Gaming Authorizations, except where any such failure to obtain such Gaming Authorizations or any such conflict or restriction could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received any written notice or other written communications from any Gaming Authority regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any Gaming Authorizations, or (ii) any other limitations on the conduct of business by the Borrower or any of its Subsidiaries, except where any such revocation, withdrawal, suspension, termination, modification, imposition or limitation could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

5.04 Binding Effect. This Agreement, each Transaction Document has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. Each of this Agreement and each Transaction Document constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and other similar Laws relating to or affecting creditors’ rights generally and by the application of general equitable principles (whether considered in proceedings at Law or in equity).

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