Receipt of Required Consents. Sellers shall have delivered duly executed copies of all Third Party approvals and the Regulatory Approvals set forth in [Schedule 7.2(f)].

Required Consents. No consent shall be required for any assignment except to the extent required by [clause (a)](i)(B) of this [Section 10.09] and, in addition:

Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition, # the consent of the ​ (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment or # such assignment is to a ​ or an Affiliate of a ​; provided that the ​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received electronically, by hand or by overnight courier, at the notice address specified by the ​ in [Section 8.02], a written request for such consent and # the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a ​ or an Affiliate of such ​.

Required Filings and Consents. The execution and delivery of this Agreement and the other documents and agreements to be executed by Purchaser as contemplated hereunder and the taking of any action by Purchaser in connection with this Agreement require no authorizations, consents or approvals of, or exemptions by, or notice to, or filings with any Governmental Entity, including, without limitation, any insurance regulatory authorities.

Extraordinary Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination Date, exceeds ​ in the aggregate) received by or paid to or for the account of the Borrower or any other Obligor, and not otherwise included in [[clauses (i), (ii) or (iii) of this Section 2.10(d)])])]], the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Delivery Receipt. Seller shall have received Buyer’s signed Acknowledgment of Delivery to Seller in the form attached hereto as [Exhibit A].

No Conflict; Required Filings and Consents. Except as set forth in [Schedule 2.5] of the Company Schedules:

The execution and delivery of this Agreement and each Ancillary Agreement to which BRPA and Merger Sub are party by BRPA and Merger Sub does not and will not, and the consummation by BRPA and Merger Sub of the transactions contemplated hereby and thereby does not and will not, and the performance of this Agreement and each such Ancillary Agreements by BRPA and Merger Sub shall not: # conflict with or violate their respective Charter Documents, # conflict with or violate any applicable Legal Requirements, # result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair BRPA’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of BRPA or Merger Sub (other than Permitted Liens) pursuant to, any BRPA Contracts or # result in the triggering, acceleration or increase of any payment to any Person pursuant to any BRPA Contract, including any “change in control” or similar provision of any BRPA Contract, except, with respect to [clauses (ii), (iii) and (iv)])])], for any such conflicts, violations, breaches, defaults, impairments, alterations triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a BRPA Material Adverse Effect.

No Conflict; Required Filings and Consents. The execution and delivery by such Seller of this Agreement does not, and the execution and delivery by such Seller of the other Transaction Documents to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to such Seller or any of its respective Affiliates or by which any property or asset of such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.

Consents. All governmental and other consents that are required to have been obtained by the Securities Intermediary with respect to the execution, delivery and performance by the Securities Intermediary of this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.