Except as to the consent of the United States Bankruptcy Court for the Southern District of New York in connection with the Company’s chapter 11 case (as further described in the Registration Statement) and filings which may be required under applicable state securities regulations, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Company in connection with the transactions contemplated hereby.  No consent of any party to any Contract to which the Company is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by the Company of the transactions contemplated by the Agreement.