Consents and Approvals. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement.

Consents and Approvals. The execution, delivery and performance by the SellerPurchaser of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”)Authorizations to be obtained or made by the Seller,Purchaser, except # for such Authorizations as have already been obtained or made by the SellerPurchaser before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the SellerPurchaser with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement.

Consents and Approvals. TheApprovals of Government Authorities or Others. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance by the Seller of this Agreement andby Seller or the consummation of the transactions contemplated thereby, except where such action has been taken prior to the Closing. No consent from or notice to any third party is required for any transactions contemplated hereby do not and shall not require any consent of, action by orexcept as described in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement. 5.4].

Consents and Approvals.Required. The execution, delivery and performance by the Seller of this Agreement or the other instruments referred to herein by Seller and the consummation of the transactionstransaction contemplated hereby or thereby do not and shall not require the Seller to obtain any consent of,consent, approval or action by or in respect of, or filing, submissionmake any filing with or registration with, or giving of anygive notice to, any Governmental Authoritycorporation, partnership, person, firm or other entity or any other Person (each, an “Authorization”) to be obtainedpublic, governmental or made by the Seller, except #judicial authority for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement. any reason.

ConsentsConsents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of Seller in connection with the execution and Approvals. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement.

ConsentsRequired Filings and Approvals. The execution,Consents. Except as set forth on [Schedule 4.2(c)], the execution and delivery and performance by the Seller of this Agreement and the consummationother documents and agreements to be executed by Seller as contemplated hereunder and the taking of the transactions contemplated hereby do not and shall not require any consent of, action by Seller in connection with this Agreement require no authorizations, consents or in respectapprovals of, or filing, submissionexemptions by, or registration with, or giving of any notice to, or filings with any Governmental Authority orEntity, including, without limitation, any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement. insurance regulatory authorities.

Consents and Approvals. The execution,execution and delivery and performance by the Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the Closing Date of the transactions contemplated hereby or thereby do not and shallwill not require any consent of, action bythe consent, approval or in respectauthorization of, or filing, submissionthe giving of notice to, or the registration with, or givingthe recording or filing of any notice to, any Governmental Authoritydocuments with, or the taking of any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filingaction in respect of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement. any Government Entity;

ConsentsConsents. No consent, approval or other authorization of any governmental authority or under any contract or other agreement, instrument or commitment to which Seller is a party or by which Seller or Seller Stock is bound is required as a result of or in connection with the execution or delivery of this Agreement, the Letter of Authorization and Approvals. The execution, deliveryany other agreements and performancedocuments to be executed by Seller or the consummation by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement. Transactions.

Consents and Approvals.Approvals; No Violations. The execution,execution and delivery and performance by the Seller of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby dowill not and shall not# violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent of, action by or in respectapproval of, or filing, submission or registration with, orthe giving of any notice to, any Governmental Authoritygovernmental authority or any other Person (each,person or entity; # result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an “Authorization”)event which, with notice or lapse of time or both, would permit any person or entity to be obtainedterminate, accelerate the performance required by, or madeaccelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by the Seller, except # for such Authorizations as have already been obtainedwhich any of Seller’s properties or made by the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC,assets are bound; or # as otherwise explicitly agreedresult in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by the Partieswhich any of its properties or provided in this Agreement. assets are bound.

Consents and Approvals.Governmental Authorization; Other Consents. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated herebyby this Agreement do not and shallwill not require any registration with, consent of, action by or in respectapproval of, or filing, submission or registration with, or giving of any notice to, or other action to, with or by, any Governmental Authority or any other Person (each, an “Authorization”)governmental authority, except for filings and recordings with respect to the Collateral to be obtainedmade, or made byotherwise delivered to the Seller, except #Collateral Trustee for such Authorizationsfiling and/or recordation, as have already been obtained or made byof the Seller before the date hereof, # for the filing of a [Schedule 13D] or an amended [Schedule 13G] by the Seller with the SEC, or # as otherwise explicitly agreed by the Parties or provided in this Agreement. Closing Date.