Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with # the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or for the consummation of the Transactions, # the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, # the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01) or # the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except # for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and # to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There exists no default or breach of any ROFR, and no facts known to any Loan Party exist that would trigger any ROFR Statute or any ROFR, except to the extent that such default, breach or trigger would not reasonably be expected to be materially adverse to the Partnership and its Restricted Subsidiaries, taken as a whole.

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.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

The Reinsurer has all Permits necessary to conduct its business as currently conducted and execute and deliver, and perform its obligations under, this Agreement, except in such cases where the failure to have a Permit has not had and would not reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. All Permits that are material to the conduct of the Reinsurer’s business are valid and in full force and effect. The Reinsurer is not subject to any pending Action or, to the knowledge of the Reinsurer, any threatened Action that seeks the revocation, suspension, termination, modification or impairment of any Permit that, if successful, would reasonably be expected to have, or with the passage of time become, a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

The ​ has all Permits necessary to conduct its business as currently conducted and execute and deliver, and perform its obligations under, this Agreement and the Related Agreements, except in such cases where the failure to have a Permit has not had and would not reasonably be expected to have a material adverse effect on the ​’s ability to perform its obligations under this Agreement and the Related Agreements. All Permits that are material to the conduct of the ​’s business are valid and in full force and effect. The ​ is not subject to any pending Action or, to the knowledge of the ​, any threatened Action that seeks the revocation, suspension, termination, modification or impairment of any Permit that, if successful, would reasonably be expected to have, or with the passage of time become, a material adverse effect on the ​’s ability to perform its obligations under this Agreement and the Related Agreements.

Governmental Authorization; Third Party Consents. No consent, approval, authorization, order, registration or qualification (each, an “Authorization”) of or with any governmental authority or any other person is required for the execution, delivery or performance (including, without limitation, the sale of the Company Shares) by, or enforcement against, the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except # such Authorizations as have already been obtained or # as otherwise provided in this Agreement.

Government and Other Consents. Other than any licenses, permits, certifications or authorizations which may be required in connection with the Business, as to which AVANT makes no representation, no consent, authorization, license, permit, registration or approval of, or exemption or other action by, any Governmental Authority, or any other Person, is required in connection with AVANT’s execution, delivery and performance of this Agreement, or if any such consent is required, AVANT has satisfied the applicable requirements.

SECTION # Governmental Authorization; Other Consents

Consents. The consent of the Company shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and provided, further, that the consent of the Company shall not be required if a Default has occurred and is continuing. The consent of the Administrative Agent shall be required prior to an assignment becoming effective; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. The consent of each Issuing Bank shall be required prior to an assignment being effective; provided, that no consent of an Issuing Bank shall be required for an assignment of all or any portion of a Term Loan. Any consent required under this [Section 13.3(B)] shall not be unreasonably withheld or delayed.

Consents. [[Organization B:Organization]] shall have received any and all Necessary Consents necessary to permit the effectuation of the Transactions; and [[Organization B:Organization]] shall have received such Necessary Consents and waivers of such third parties as might assert claims with respect to the Collateral, as [[Organization B:Organization]] and its counsel shall deem necessary;