Common use of Governmental Authorization and Approvals; Other Consents Clause in Contracts

Governmental Authorization and Approvals; Other Consents. Each Obligor and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods or other Collateral have been procured and are in effect. 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 to be made or obtained by any Obligor in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Credit Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) consents of certain of the third parties in possession of Inventory of Obligors permitting Agent access to premises owned by such third parties where such Inventory is located for the purpose of removing Collateral and/or subordinating any statutory or contractual lien such third parties may have with respect to Inventory in their possession (it being understood that Agent may either (i) institute a reserve with respect to such affected Inventory or, in the alternative, (ii) deem such affected Inventory (other than Inventory of Value not exceeding $100,000 at any location or $2,500,000 in the aggregate) ineligible for inclusion in the Aggregate Borrowing Base), (d) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Agent's Lien on any Collateral, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect, and (e) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization and Approvals; Other Consents. Each Obligor and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods or other Collateral have been procured and are in effect. 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 to be made or obtained by any Obligor in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Credit Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) consents of certain of the third parties in possession of Inventory of Obligors permitting Agent access to premises owned by such third parties where such Inventory is located for the purpose of removing Collateral and/or subordinating any statutory or contractual lien such third parties may have with respect to Inventory in their possession (it being understood that Agent may either (i) institute a reserve with respect to such affected Inventory or, in the alternative, (ii) deem such affected Inventory (other than Inventory of Value not exceeding $100,000 at any location or $2,500,000 in the aggregate) ineligible for inclusion in the Aggregate Borrowing Base), (d) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Agent's ’s Lien on any Collateral, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect, and (e) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization and Approvals; Other Consents. Each Obligor and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 116 ​ AMERICAS/2024146412.5 ​ Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods or other Collateral have been procured and are in effect. 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 to be made or obtained by any Obligor in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Credit Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) consents of certain of the third parties in possession of Inventory of Obligors permitting Agent access to premises owned by such third parties where such Inventory is located for the purpose of removing Collateral and/or subordinating any statutory or contractual lien such third parties may have with respect to Inventory in their possession (it being understood that Agent may either (i) institute a reserve with respect to such affected Inventory or, in the alternative, (ii) deem such affected Inventory (other than Inventory of Value not exceeding $100,000 at any location or $2,500,000 in the aggregate) ineligible for inclusion in the Aggregate Borrowing Base), (d) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Agent's Lien on any Collateral, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect, and (e) filings to perfect the Liens created by the Collateral Documents.

Governmental Authorization and Approvals; Other Consents. Each Obligor and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods or other Collateral have been procured and are in effect. 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 to be made or obtained by any Obligor in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Credit Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) consents of certain of the third parties in possession of Inventory of Obligors permitting Agent access to premises owned by such third parties where such Inventory is located for the purpose of removing Collateral and/or subordinating any statutory or contractual lien such third parties may have with respect to Inventory in their possession (it being understood that Agent may either (i) institute a reserve with respect to such affected Inventory or, in the alternative, (ii) deem such affected Inventory (other than Inventory of Value not exceeding $100,000 at any location or $2,500,000 in the aggregate) ineligible for inclusion in the Aggregate Borrowing Base), (d) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Agent's ’s Lien on any Collateral, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect, and (e) filings to perfect the Liens created by the Collateral Documents.