The execution and delivery by the SNH Parties of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents do not require the consent, approval, order, or authorization of any person under any agreement, contract, indenture or other instrument or applicable laws to which any SNH Party is a party or which any SNH Party or any of their properties are subject, except for any such consent, approval, order or authorization the failure of which to receive would not have a material adverse effect on any SNH Party or impair or delay the consummation of the transactions contemplated by the Transaction Documents.  No declaration, filing or registration with any governmental entity is required by any SNH Party in connection with the execution and delivery of the Transaction Documents by the SNH Parties and the consummation of the transactions contemplated by the Transaction Documents, except for filings required under securities laws, and except for any such declaration, filing or registration the failure of which to file would not have a material adverse effect on any SNH Party or impair or delay the consummation of the transactions contemplated by the Transaction Documents.