Common use of Compliance with Laws, Contracts, Licenses, and Permits Clause in Contracts

Compliance with Laws, Contracts, Licenses, and Permits. Each of the Credit Parties will comply with (i) the applicable Laws wherever its business is conducted, including, without limitation all Environmental Laws, (ii) the provisions of its Governing Documents, (iii) all agreements and instruments by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority or any central bank or other fiscal or monetary authority shall become necessary or required in order that any Credit Party may fulfill any of its obligations hereunder or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party will promptly take or cause to be taken all reasonable steps within the power of such Credit Party to obtain such authorization, consent, approval, permit or license, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each Borrower will comply and cause each of the Credit other Loan Parties will comply and their respective Subsidiaries to comply, in all respects with (i) the all applicable Laws laws, ordinances, regulations and requirements now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (ii) the provisions of its Governing Organizational Documents, (iii) all mortgages, indentures, contracts, agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, providedand (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, that use or operation of its properties, except in each case, such compliance shall case where the failure to so comply would not reasonably be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If at any time while any Loan, Note or Letter of Credit is outstanding or Lenders have any obligation to make Loans hereunder, or Agent has any obligation to issue Letters of Credit hereunder, any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that Borrower or any Credit other Loan Party may fulfill any of its their obligations hereunder or any of under the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdictionDocuments, each Credit Party Borrower will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each of the Credit Parties and its Restricted Subsidiaries will comply with (i) the applicable Laws wherever its business is conducted, including, without limitation all Environmental Laws, (ii) the provisions of its Governing Documents, (iii) all agreements and instruments by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license (including, without limitation, Pharmaceutical Licenses) from any Governmental Authority or any central bank or other fiscal or monetary authority shall become necessary or required in order that any Credit Party or any Restricted Subsidiary may fulfill any of its obligations hereunder or any of the other Loan Documents to which such Credit Party is a party or to conduct its 111 business in any jurisdiction, each Credit Party and each Restricted Subsidiary will promptly take or cause to be taken all commercially reasonable steps within the power of such Credit Party and/or such Restricted Subsidiary to obtain such authorization, consent, approval, permit or license, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. In the event a Credit Party is unsuccessful in obtaining such authorization, consent, approval, permit or license, the Administrative Agent may, without limiting the generality of its discretionary rights with respect to Reserves, impose Reserves with respect to any Collateral held by such Person which may be affected by such failure to obtain such authorization, consent, approval, permit or license.

Compliance with Laws, Contracts, Licenses, and Permits. Each of the Credit Parties will Borrower shall, and shall cause each other Loan Party and their respective Subsidiaries to, comply in all respects with (i) the all applicable laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and regulations now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (ii) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (v) all licenses and permits required by this Agreement only applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance a failure to so comply with this Section 6.09(a)(i)-(ivany of clauses (i) would result in through (v) could not reasonably be expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that any Credit Party Loan Parties or their respective Subsidiaries may fulfill any of its obligations hereunder or any of the hereunder, Borrower shall, and shall cause each other Loan Documents Party or such Subsidiary to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party will promptly immediately take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. Borrower shall, and shall cause each other Loan Party to, develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that Loan Parties shall determine that any investors in Loan Parties are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. Each Except where the failure to comply would not have a material adverse effect on the Central Elements of the Credit Parties will Borrowers (or their respective Subsidiaries), CHC or CCG, each Borrower shall comply with, and shall cause each of the foregoing Persons to comply with (ia) the all applicable Laws Legal Requirements now or hereafter in effect wherever its business is conducted, including, without limitation all Environmental Laws, (iib) the provisions of its Governing Documentscharter, by-laws or other organizational documents, (iiic) all of such Person’s Contractual Obligations, (d) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ive) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If at any authorizationtime while any Obligation is outstanding or the Lenders have any obligation to make Advances hereunder, consent, approval, permit or license from any Governmental Authority or any central bank Authorization or other fiscal third party consents, approvals, or monetary authority notifications shall become necessary or required in order that any Credit Party the Borrowers may fulfill any of its their respective obligations hereunder or any of hereunder, the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party will Borrowers shall promptly take or cause to be taken all reasonable steps within the power of such Credit Party the Borrowers to obtain such authorizationGovernmental Authorization or other third party consents, consentapprovals, approval, permit or licensenotifications, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof, unless the failure to do so would not have a material adverse affect on the Central Elements of the Borrowers (or their respective Subsidiaries), CHC or CCG.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower and the Guarantors will, and will cause each of the Credit Parties will their respective Subsidiaries to, comply in all respects with (ia) the applicable all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (iib) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (e) all licenses and permits required by this Agreement only Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance failure to so comply with this Section 6.09(a)(i)-(iveither clause (a) or (e) would not result in a Material Adverse Effect; provided that the material non-compliance with the items described in such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceableclauses. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower, any Credit Party Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder hereunder, the Borrower, such Guarantor or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Subsidiary will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower will, and will cause each of the Credit Parties will its Subsidiaries to, comply with (ia) the applicable Laws laws and regulations wherever its business is conducted, including, without limitation including all Environmental Laws, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect (iib) the provisions of its Governing DocumentsDocuments except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, (iiic) all agreements and instruments by which it or any of its properties may be bound, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall except where the failure to so comply could not reasonably be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower or any Credit Party of its Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Borrower or such Credit Party Subsidiary is a party party, the Borrower will, or to conduct its business in any jurisdiction(as the case may be) will cause such Subsidiary to, each Credit Party will promptly immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Credit Party Subsidiary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower and the Trust will comply with, and will cause each of the Credit Parties will their respective Subsidiaries to comply with (ia) the all applicable Laws laws and regulations now or hereafter in effect wherever its business is conductedconducted that are material in any respect to the operation of their respective businesses in the ordinary course and consistent with past practices, including, without limitation limitation, all such Environmental LawsLaws and all such applicable federal and state securities laws, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, (iib) the provisions of its Governing partnership agreement or corporate charter and other Organizational Documents, as applicable, (iiic) all material agreements and instruments to which it is a party or by which it or any of its properties may be boundbound (including the Real Estate Assets and the Leases), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall except where the failure to so comply could not reasonably be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If at any authorization, consent, approval, permit time while any Loan or license from any Governmental Authority or any central bank Note or other fiscal or monetary authority Obligations is outstanding, any Permit shall become necessary or required in order that any Credit Party the Borrower may fulfill any of its obligations hereunder or any of hereunder, the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Borrower and the Trust and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps within the power of such Credit Party the Borrower or the Trust, as applicable, to obtain such authorization, consent, approval, permit or license, Permit and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower and the Guarantors will, and will cause each of the Credit Parties will their respective Subsidiaries to, comply in all respects with (ia) the all applicable Laws laws and regulations now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (iib) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (e) all licenses and permits required by this Agreement only applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance failure to so comply with this Section 6.09(a)(i)-(iveither clause (a), (c) or (e) would not result in a Material Adverse Effect; provided that the material non-compliance with the items described in such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceableclauses. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower, any Credit Party Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder hereunder, the Borrower, such Guarantor or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Subsidiary will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. Each The ------------------------------------------------------ Parent and the Borrower will, and will cause each of the Credit Parties will their Subsidiaries to, comply with (i) the applicable Laws laws and regulations wherever its business is conducted, including, without limitation including all Environmental Laws, (ii) the provisions of its Governing Documentscharter documents and by-laws, (iii) all agreements and instruments by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in a Material Adverse Effect; provided that judgments except to the extent any such failure to comply shall be deemed to be (without limitation) does not have a Material Adverse Effect if material adverse effect on the failure to comply either (x) materially business, assets or financial condition of the Parent, the Borrower and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceabletheir respective Subsidiaries. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Parent and the Borrower or any Credit Party of their Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Parent, the Borrower or such Credit Party Subsidiary is a party party, the Parent or to conduct its business in any jurisdictionthe Borrower will, each Credit Party or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of such Credit Party person to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Loan Parties will, and will cause each of the Credit Parties will their respective Subsidiaries to, comply in all respects with (i) the all applicable laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and regulations now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (ii) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (v) all licenses and permits required by this Agreement only applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance a failure to so comply with this Section 6.09(a)(i)-(ivany of clauses (i) would result in through (v) could not reasonably be expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that any Credit Party the Loan Parties or their respective Subsidiaries may fulfill any of its obligations hereunder hereunder, the Loan Parties or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Subsidiary will promptly immediately take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. Loan Parties shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that Loan Parties shall determine that any investors in Loan Parties are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Credit Parties applicable Leases, will use reasonable efforts to cause the Operators of the Borrowing Base Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (ia) the applicable all Applicable Laws now or hereafter in effect wherever its business is conducted, including, without limitation conducted (excluding all Environmental LawsLaws which are exclusively addressed in §8.6 below), (iib) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other formation, governing or charter documents and bylaws, (iiic) all material agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (e) all licenses and permits required by this Agreement only Applicable Laws (excluding all Environmental Laws which are exclusively addressed in §8.6 below) for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance (x) in the case of any of the Borrower, any Guarantor, any Approved JV or any Operator of any Borrowing Base Asset, failure to so comply with this Section 6.09(a)(i)-(iveither clause (a), (c), (d) or (e) would not result in the material non-compliance with the items described in such clauses, and (y) with respect to any other Person, failure to so comply with clause (a), (b), (c), (d) or (e), as the case may be, would not reasonably be expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower, any Credit Party Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder hereunder, the Borrower, such Guarantor or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Subsidiary will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act (in all material respects) and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower will, and will cause each of the Credit Parties will its Subsidiaries to, comply with (ia) the applicable Laws laws and regulations wherever its business is conducted, including, without limitation including all Environmental Laws, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, (iib) the provisions of its Governing DocumentsDocuments in all material respects, (iiic) all agreements and instruments by which it or any of its properties may be bound, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall except where the failure to so comply could not reasonably be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower or any Credit Party of its Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Borrower or such Credit Party Subsidiary is a party party, the Borrower will, or to conduct its business in any jurisdiction(as the case may be) will cause such Subsidiary to, each Credit Party will promptly take or cause to be taken all reasonable steps within the power of the Borrower or such Credit Party Subsidiary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders Lender with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each of the Credit Parties Lessees and the Guarantors will, and will cause each of its Subsidiaries to, comply with (ia) the applicable Laws laws and regulations wherever its business is conducted, including, without limitation including all Environmental Laws, (iib) the provisions of its Governing Documents, (iiic) all agreements and instruments by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgments, providedwhere, that in each casewith respect to clauses (a), such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv(c) would result in and (d) only, failure to so comply could have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that any Credit Party of the Lessees, any of the Guarantors or any of their Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Operative Documents to which such Credit Party Lessee, such Guarantor or such Subsidiary is a party party, such Lessee or to conduct its business in any jurisdictionsuch Guarantor will, each Credit Party or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of such Credit Party Lessee, such Guarantor or such Subsidiary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Company will comply, or to the extent an obligation of Ultra LGS under the Credit Parties will Ultra Lease, use good faith efforts to cause Ultra LGS to comply in all respects with (i) the all applicable Laws laws, ordinances, regulations and requirements now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (ii) the provisions of its Governing DocumentsOrganizational Documents and the Equity Investors Agreement, (iii) the Ultra Lease and all mortgages, indentures, contracts, agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, providedand (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, that use or operation of its properties, except in each case, such compliance shall case where the failure to so comply would not reasonably be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If at any time while any Note is outstanding, any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that any Credit Party the Company may fulfill any of its obligations hereunder or any of under the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdictionNote Documents, each Credit Party the Company will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent Purchasers and the Term Lenders Collateral Agent with evidence thereof. For avoidance of doubt, the granting by the Company of any approvals, waivers or consents under the Ultra Lease shall not violate the terms of this Section 9.10 so long as the requirements of Section 10.13 are not breached.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Credit Parties applicable Leases, will use reasonable efforts to cause the Operators of the Borrowing Base Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (ia) the applicable all Applicable 102 Laws now or hereafter in effect wherever its business is conducted, including, without limitation conducted (excluding all Environmental LawsLaws which are exclusively addressed in §8.6 below), (iib) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other formation, governing or charter documents and bylaws, (iiic) all material agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (e) all licenses and permits required by this Agreement only Applicable Laws (excluding all Environmental Laws which are exclusively addressed in §8.6 below) for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance (x) in the case of any of the Borrower, any Guarantor, any Approved JV or any Operator of any Borrowing Base Asset, failure to so comply with this Section 6.09(a)(i)-(iveither clause (a), (c), (d) or (e) would not result in the material non-compliance with the items described in such clauses, and (y) with respect to any other Person, failure to so comply with clause (a), (b), (c), (d) or (e), as the case may be, would not reasonably be expected to have a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower, any Credit Party Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder hereunder, the Borrower, such Guarantor or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Subsidiary will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act (in all material respects) and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. Each Except where the failure to comply would not reasonably be expected to have a material adverse effect on the Central Elements of the Credit Parties will Borrower, the Borrower shall comply with, and shall cause each of its Subsidiaries to comply with (ia) the all applicable Laws Legal Requirements now or hereafter in effect wherever its business is conducted, including, without limitation all Environmental Laws, (iib) the provisions of its Governing Constituent Documents, (iiic) all of such Person’s Contractual Obligations, (d) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ive) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If at any authorizationtime while any Obligation is outstanding or the Lenders have any obligation to make Advances hereunder, consent, approval, permit or license from any Governmental Authority or any central bank Authorization or other fiscal third party consents, approvals, or monetary authority notifications shall become necessary or required in order that any Credit Party the Borrower may fulfill any of its obligations hereunder or any of hereunder, the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party will Borrower shall promptly take or cause to be taken all reasonable steps within the power of such Credit Party Person to obtain such authorizationGovernmental Authorization or other third party consents, consentapprovals, approval, permit or licensenotifications, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof, unless the failure to do so would not reasonably be expected to have a material adverse effect on the Central Elements relative to the Borrower.

Compliance with Laws, Contracts, Licenses, and Permits. Each Except where the failure to comply would not have a material adverse effect on the business, operations, properties, assets, or financial condition of the Credit Parties Borrower or the Guarantors and their respective Subsidiaries, the Borrower will comply with, and will cause each of the foregoing Persons to comply with (ia) the all applicable Laws Legal Requirements now or hereafter in effect wherever its business is conducted, including, without limitation all Environmental Laws, (iib) the provisions of its Governing Constituent Documents, (iiic) all of such Person's Contractual Obligations, (d) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ive) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) would result in a Material Adverse Effect; provided that such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceable. If at any authorization, consent, approval, permit time while any Obligation is outstanding or license from the Lenders have any obligation to make Warehousing Advances hereunder any Governmental Authority or any central bank Authorization or other fiscal third party consents, approvals, or monetary authority notifications shall become necessary or required in order that any Credit Party Borrower may fulfill any of its obligations hereunder or any of hereunder, the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Borrower will promptly take or cause to be taken all reasonable steps within the power of such Credit Party the Borrower to obtain such authorizationGovernmental Authorization or other third party consents, consentapprovals, approval, permit or licensenotifications, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof, unless the failure to do so would not have a material adverse affect on the Borrower, any of the Guarantors or any of their respective Subsidiaries.

Compliance with Laws, Contracts, Licenses, and Permits. Each The Borrower and the Guarantors will, and will cause each of the Credit Parties will their respective Subsidiaries to, comply in all respects with (ia) the all applicable Laws laws and regulations now or hereafter in effect wherever its business is conducted, including, without limitation including all Environmental Laws, (iib) the provisions of its Governing Documentscorporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (ivd) all applicable decrees, orders, and judgments, provided, that in each case, such compliance shall be and (e) all licenses and permits required by this Agreement only applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where noncompliance failure to so comply with this Section 6.09(a)(i)-(iveither clause (a), (c) or (e) would not result in a Material Adverse Effect; provided that the material non- compliance with the items described in such failure to comply shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either (x) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (y) results in a prolonged systemic violation of Requirements of Law such that all Receivables created thereunder during such period are rendered unenforceableclauses. If any authorization, consent, approval, permit or license from any Governmental Authority officer, agency or instrumentality of any central bank or other fiscal or monetary authority government shall become necessary or required in order that the Borrower, any Credit Party Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder hereunder, the Borrower, such Guarantor or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, each Credit Party Subsidiary will promptly take or cause to be taken all reasonable steps within the power of such Credit Party necessary to obtain such authorization, consent, approval, permit or license, license and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.