Approvals. The execution and delivery by 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 will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of any Government Entity;

Approvals. The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of any Government Entity;

Governmental Authorization; Other Consents. The execution, delivery and performance by the Seller and the consummation of the transactions contemplated by this Agreement 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, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Trustee for filing and/or recordation, as of the Closing Date.

Consents and Approvals 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 of this Agreement by 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 except as described in [Schedule 5.4].

Consents Required. The execution, delivery and performance of this Agreement or the other instruments referred to herein by Seller and the consummation of the transaction contemplated hereby or thereby do not require the Seller to obtain any consent, approval or action of, or make any filing with or give notice to, any corporation, partnership, person, firm or other entity or any public, governmental or judicial authority for any reason.

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 of Government Authorities. 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 of this Agreement by Buyer or the consummation of the transactions contemplated thereby, except where such action has been taken prior to the Closing.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will 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 or approval of, or the giving of any notice to, any governmental authority or any other 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 event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result 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 which any of its properties or assets are bound.