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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and will cause each of its Subsidiaries and the REIT to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate 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, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or its Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower willCompany will comply, and will or to the extent an obligation of Ultra LGS under the Ultra Lease, use good faith efforts to cause each of its Subsidiaries and the REIT to, Ultra LGS to comply in all respects with (i) all Applicable Laws applicable laws, ordinances, regulations and regulations requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as Organizational Documents and the case may be, and other charter documents and bylawsEquity 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, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except in each case where a the failure to so comply with any of clauses (i) through (v) has not had and could would not reasonably be expected to have a Material Adverse Effect. If at any time while any Note is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or its Subsidiaries Company may fulfill any of its obligations hereunderhereunder or under the other Note Documents, the Borrower or such Subsidiary Company will immediately promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent Purchasers and the 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. The Borrower Each of the Borrowers will, and will cause each of its Subsidiaries and the REIT to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, judgments except where a failure to so comply with any of clauses (i) through (v) has as would not had and could not reasonably be expected to have a Material Materially Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that any of the Borrower Borrowers or its their Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the other Loan Documents to which such Borrower or such Subsidiary is a party, such Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of such Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. Without limiting the foregoing, each of the Borrowers will, and will cause each of its Subsidiaries to, obtain any and all approvals by any federal, state or local liquor authority necessary for the continued operation at all times of any Store operated by any of the Borrowers or their Subsidiaries with full liquor service unless the failure to obtain such approvals would not have a Materially Adverse Effect.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and will cause each of its Subsidiaries and the REIT to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws except where such noncompliance could not reasonably be expected to have a Material Adverse Effect, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound except where such noncompliance could not reasonably be expected to have a Material Adverse Effect and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, judgments except where a failure to so comply with any of clauses (i) through (v) has not had and such noncompliance could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and will cause each of its Subsidiaries and the REIT to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, 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 corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as Governing Documents except where the case may be, and other charter documents and bylawsfailure to so comply could not reasonably be expected to have a Material Adverse Effect, (iiic) all agreements and instruments to which it is a party or 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, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a the failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Loan Parties will, and will cause each of its their respective Subsidiaries and the REIT to, comply in all respects with (i) all Applicable applicable laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate 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, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower Loan Parties or its their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower Loan Parties or such Subsidiary will immediately take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the 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. The Borrower will, and will cause each of its Subsidiaries and the REIT to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, 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 corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents in all material respects, (iiic) all agreements and instruments to which it is a party or 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, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a the failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will immediately cause such Subsidiary to, promptly take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Lender with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the REIT will, and will cause each of its Subsidiaries and the REIT to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate 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, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or its Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower willand the Trust will comply with, and will cause each of its their respective Subsidiaries and the REIT to, to comply in all respects with (ia) all Applicable Laws applicable 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 including, without 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 corporate charter, partnership agreement, limited liability company agreement or declaration of trustcorporate charter and other Organizational Documents, as the case may be, and other charter documents and bylawsapplicable, (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, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a the failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If at any authorizationtime while any Loan or Note or other Obligations is outstanding or the Lenders have any obligation to make Loans or issue Letters of Credit hereunder, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower or its Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary and the Trust and their respective Subsidiaries will immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or the Trust, as applicable, to obtain such authorization, consent, approval, permit or license Permit and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Holding Company and the Borrower will, will comply with and the Borrower will cause each of its Subsidiaries and to comply with: (a) the REIT to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsCharter Documents, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgmentsjudgments except in the case of (a), (c) and (vd) all licenses and permits required by Applicable Laws and regulations for the conduct of its business above where such noncompliance does not have or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Governmental Authority shall become necessary or required in order that the Holding Company, the Borrower or its any of the Borrower's Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Holding Company, the Borrower or any of the Borrower's Subsidiaries is a party, the Borrower will, or (as the case may be) will cause such Subsidiary will immediately to, promptly take or cause to be taken all reasonable steps necessary within the power of the Holding Company, the Borrower or any of its Subsidiaries to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower Parent will, and will cause each of its Subsidiaries and the REIT to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, and (iv) all applicable decrees, orders, orders and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a the failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Governmental Authority shall become necessary or required in order that the Borrower Parent or any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower other Loan Documents to which the Parent or such Subsidiary is a party, the Parent will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Parent or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower willand the Trust will comply with, and will cause each of its their respective Subsidiaries and the REIT to, to comply in all respects with (ia) all Applicable Laws applicable 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 including, without 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 corporate charter, partnership agreement, limited liability company agreement or declaration of trustcorporate charter and other Organizational Documents, as the case may be, and other charter documents and bylawsapplicable, (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, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a the failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If at any authorizationtime while any Loan or Note or other Obligations is outstanding, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower or its Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary and the Trust and their respective Subsidiaries will immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or the Trust, as applicable, to obtain such authorization, consent, approval, permit or license Permit and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Holding Company and the Borrower will, will comply with and the Borrower will cause each of its Subsidiaries and to comply with: (a) the REIT to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsCharter Documents, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgmentsjudgments except in the case of (a), (c) and (vd) all licenses and permits required by Applicable Laws and regulations for the conduct of its business above where such noncompliance does not have or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Governmental Authority shall become necessary or required in order that the Holding Company, the Borrower or its any of the Borrower’s Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Holding Company, the Borrower or any of the Borrower’s Subsidiaries is a party, the Borrower will, or (as the case may be) will cause such Subsidiary will immediately to, promptly take or cause to be taken all reasonable steps necessary within the power of the Holding Company, the Borrower or any of its Subsidiaries to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of its their respective Subsidiaries and the REIT to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate 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, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower Borrower, the Guarantors or its their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower Borrower, the Guarantors or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantor will, and will cause each of its their Subsidiaries and the REIT to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate 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, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) has would not had and could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower Borrower, Guarantor or its their Subsidiaries may fulfill any of its obligations hereunder, the Borrower Borrower, Guarantor or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and will cause each of its Subsidiaries and the REIT to, Guarantors will comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where the failure to comply would not reasonably be expected to have a material adverse effect on the Vessel or on the business, assets or financial condition of Xxxxx and its Restricted Subsidiaries taken as a whole, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other their respective charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it they or any of its their respective properties may be bound, except where the failure to comply would not reasonably be expected to have a material adverse effect on the Vessel or the business, assets or financial condition of Xxxxx and its Restricted Subsidiaries taken as a whole and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a the failure to so comply with any of clauses (i) through (v) has not had and could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Vessel or the business, assets or financial condition of Xxxxx and its Restricted Subsidiaries taken as a whole. If at any time while any portion of the Loan is Outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or its Subsidiaries the Guarantors may fulfill any of its their obligations hereunder, the Borrower or such Subsidiary and the Guarantors will immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower and the Guarantors to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Lender with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Except where the failure to comply would not reasonably be expected to have a material adverse effect on the Central Elements of the Borrower, the Borrower willshall comply with, and will shall cause each of its Subsidiaries and the REIT to, to comply in all respects with (ia) all Applicable Laws and regulations applicable Legal Requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsConstituent 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, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business . If at any time while any Obligation is outstanding or the ownershipLenders have any obligation to make Advances hereunder, use any Governmental Authorization or operation of its propertiesother third party consents, except where a failure to so comply with any of clauses (i) through (v) has not had and could not reasonably be expected to have a Material Adverse Effect. If any authorizationapprovals, consent, approval, permit or license from any officer, agency or instrumentality of any government notifications shall become necessary or required in order that the Borrower or its Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary will immediately shall promptly take or cause to be taken all reasonable steps necessary within the power of such Person to obtain such authorizationGovernmental Authorization or other third party consents, consentapprovals, approvalor notifications, permit or license and furnish the Agent and the 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.