Common use of Compliance with Laws and Contracts Clause in Contracts

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJA, RJFS and RJ Bank) have complied in all material respects with all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Governmental Authority, Self-Regulatory Organization or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCC), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Material Subsidiaries are in compliance with all applicable capital requirements of all Governmental Authorities (including, without limitation, Rule 15c3-1 and OTS (or, as applicable, OCC and Board) capital requirements). Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary, (b) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-laws, (c) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJAa) Except as set forth in Schedule 2.6(a), RJFS and RJ Bank) have complied Seller, with respect to the operation of the Hospital, is in all material respects compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected material to have a Material Adverse Effectthe operation of the Hospital. Without limiting Seller, with respect to the operation of the Hospital, has not been charged with or given notice of, and to the best knowledge of Seller, Seller, with respect to the operation of the Hospital, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to the Hospital or the business of the Hospital. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any Environmental Laws (as defined in Section 2.6(c) below). (b) Seller's ownership and operation of the Borrower Hospital and its Material Subsidiaries the Assets are and have been in compliance with all Environmental Laws, except where the failure to be in such compliance would not be material to the operation of the Hospital. Seller has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the "Environmental Permits") for the ownership and operation of the Hospital and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's potential liability under Environmental Laws in connection with the ownership or operation of the Hospital or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospital or the Assets at any time. At no time during Seller's ownership of the Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in Hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all Governmental Authorities (state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm "Hazardous Substances" shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.

Compliance with Laws and Contracts. The Borrower (a) Except as set forth in Schedule 2.6(a), with respect to the operation of the Hospital, Seller has the lawful authority and its Subsidiaries (including RJA, RJFS and RJ Bank) have complied in all material respects state, federal, special or local governmental authorizations, licenses or permits in good standing required to conduct its business, and such business presently is being conducted in compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected material to the operation of the Hospital. Seller has not, with respect to the operation of the Hospital, been charged with or given notice of, and to the best knowledge of Seller, Seller with respect to the operation of the Hospital, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to the Hospital or the business of the Hospital. (b) Seller's ownership and operation of the Hospital and the Assets are and have a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Material Subsidiaries are been in compliance with all Environmental Laws (as defined in Section 2.6(c) below), except where the failure to be in such compliance would not be material to the operation of the Hospital. Seller has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the "Environmental Permits") for the ownership and operation of the Hospital and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's potential liability under Environmental Laws in connection with the ownership or operation of the Hospital or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospital or the Assets at any time. At no time during Seller's ownership of the Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all Governmental Authorities (state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm "Hazardous Substances" shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJAa) Except as set forth in Schedule 2.6(a), RJFS and RJ Bank) have complied Seller, with respect to the operation of the Hospitals, is in all material respects compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Assets or the business of the Hospitals. Without limiting Seller, with respect to the operation of the Hospitals, has not been charged with or given notice of, and to the best knowledge of Seller, Seller, with respect to the operation of the Hospitals, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to the Hospitals or the business of the Hospitals. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any Environmental Laws (as defined in Section 2.6(c) below). (b) Seller’s ownership and operation of the Borrower respective Hospitals and its Material Subsidiaries the Assets are and have been in compliance with all Environmental Laws, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of the Hospitals. Each Seller has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the “Environmental Permits”) for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller’s knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller’s knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller’s potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller’s knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. (c) For the purposes of this Agreement, the term “Environmental Laws” shall mean all Governmental Authorities (state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm “Hazardous Substances” shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJAa) Except as set forth in Schedule 4.6(a), RJFS and RJ Bank) have complied the Sellers, with respect to the operation of the Facilities, are in all material respects compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Acquired Assets or the business of the Facilities. Without limiting Except as set forth in Schedule 4.6(a), none of the Sellers, with respect to the operation of the Facilities, has been charged with or given notice of, and to the knowledge of the Sellers, none of the Sellers, with respect to the operation of the Facilities, is under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to the Facilities or the business of the Facilities. Notwithstanding the foregoing, no provision of this Section 4.6(a) shall be deemed a representation or warranty by the Borrower Sellers as to compliance with any Environmental Laws (as defined in Section 4.6(c) below). (b) Except as set forth in Schedule 4.6(b), the Sellers’ ownership and its Material Subsidiaries operation of the Facilities and the Acquired Assets are and have been in compliance with all Environmental Laws, except where the failure to be in such compliance would not have a material adverse effect on the Acquired Assets or the business of the Facilities. Except as set forth in Schedule 4.6(b), each of the Sellers has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the “Environmental Permits”) for the ownership and operation of the Facilities and the Acquired Assets. Except as set forth in Schedule 4.6(b), all Governmental Authorities such Environmental Permits are in effect and, to the knowledge of the Sellers, no action to revoke or modify any of such Environmental Permits is pending. Except as set forth in Schedule 4.6(b), there is not now pending or, to the knowledge of the Sellers, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning the Sellers’ potential liability under Environmental Laws in connection with the ownership or operation of the Facilities or the Acquired Assets. Except as set forth in Schedule 4.6(b), to the knowledge of the Sellers, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Facilities or the Acquired Assets at any time. At no time during the Sellers’ ownership of the Real Property, and to the Sellers’ knowledge at no time during others’ ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in Facility operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term “Environmental Laws” shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm “Hazardous Substances” shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries (including RJAa) Except as set forth in Schedule 2.6(a), RJFS and RJ Bank) have complied Seller, with respect to the operation of the Hospitals, is in all material respects compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, determinations of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Assets or the business of the Hospitals. Without limiting Except as set forth in Schedule 2.6(a), Seller, with respect to the operation of the Hospitals, has not been charged with or given notice of, is not subject to any corporate integrity or settlement agreement or subpoena binding on a successor owner of any of the Hospitals, is not subject to any subpoena with respect to any of the Hospitals, and to the best knowledge of Seller, Seller, with respect to the operation of the Hospitals, is not under investigation with respect to, in violation of, or under any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or determination of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to the Hospitals or the business of the Hospitals. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any Environmental Laws (as defined in Section 2.6(c) below). (b) Except as set forth in Schedule 2.6(b), Seller's ownership and operation of the Borrower respective Hospitals and its Material Subsidiaries the Assets are and have been in compliance with all Environmental Laws, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of the Hospitals. Each Seller has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time At no time during Seller's ownership of the Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in Hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all Governmental Authorities (state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm "Hazardous Substances" shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.

Compliance with Laws and Contracts. The Borrower (a) Except as set forth in Schedule 2.6(a), Seller, with respect to the operation of the Hospitals, including, without limitation, with respect to any Contracts and its Subsidiaries (including RJALeases with each Hospital's Referral Sources, RJFS and RJ Bank) have complied is in all material respects compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (otherwise), including, without limitation, the Exchange Actthose relating to Medicare, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, Medi-Cal and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCC)Hospitals' cost reports, except where the failure to so comply could be in such compliance would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Assets or the businesses of the Hospitals. Without limiting Except as set forth in Schedule 2.6(a), Seller, with respect to the operation of the Hospitals, has not been charged with or given notice of, and to the best knowledge of Seller, Seller, with respect to the operation of the Hospitals, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to the Hospitals or the businesses of any of the Hospitals. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any Environmental Laws (as defined in Section 2.6(c) below). (b) Seller's ownership and operation of each of the Borrower Hospitals and its Material Subsidiaries the Assets are and have been in compliance with all Environmental Laws, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the businesses of the Hospitals. Seller has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the "Environmental Permits") for the ownership and operation each of the Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. Seller has arranged any disposal of Hazardous Substances from the Hospitals with licensed contractors in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all Governmental Authorities (state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm "Hazardous Substances" shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.

Compliance with Laws and Contracts. The Borrower (a) Except as set forth in Schedule 2.6(a), with respect to the operation of the Hospitals, Seller and its Subsidiaries (including RJA, RJFS each Subsidiary has the lawful authority and RJ Bank) have complied in all material respects state, federal, special or local governmental authorizations, licenses or permits in good standing required to conduct their respective businesses, and such businesses presently are being conducted in compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected material to have a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Material Subsidiaries are in compliance with all applicable capital requirements operation of all Governmental Authorities (including, without limitation, Rule 15c3-1 and OTS (or, as applicable, OCC and Board) capital requirements)any particular Hospital. Neither Seller nor any Subsidiary has, with respect to the execution and delivery by the Borrower operation of the Loan DocumentsHospitals, been charged with or given notice of, and to the application best knowledge of the proceeds of the LoansSeller, the consummation of any transaction contemplated by the Loan Documents, neither Seller nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary, (b) violate or conflict with respect to the Borrower’s or any Subsidiary’s charter, articles or certificate operation of incorporation or by-laws, (c) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its PropertyHospitals, is boundunder investigation with respect to, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure any obligation to obtain an approval or consent required take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital or the business of any particular Hospital. (b) Seller's and each Subsidiary's ownership and operation of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c) below), except where the failure to be in such indenturecompliance would not be material to the operation of any particular Hospital. Each Subsidiary has obtained all licenses, instrument permits and approvals necessary or agreement that could required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not have a Material Adverse Effect.now pending or, to

Compliance with Laws and Contracts. The Borrower (a) Except as set forth in Schedule 2.6(a), Seller and its Subsidiaries (including RJAeach Subsidiary, RJFS and RJ Bank) have complied with respect to the operation of the Hospitals, are in all material respects compliance with all applicable laws, statutes, and ordinances, orders, rules, regulations, orders and policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or restrictions of any Governmental Authoritygovernmental authorities (federal, Self-Regulatory Organization state, local, foreign or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCCotherwise), except where the failure to so comply could be in such compliance would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Assets or the business of any particular Hospital. Without limiting Neither Seller nor any Subsidiary, with respect to the foregoingoperation of the Hospitals, has been charged with or given notice of, and to the Borrower best knowledge of Seller, neither Seller nor any Subsidiary, with respect to the operation of the Hospitals, is under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital or the business of any particular Hospital. (b) To Seller's knowledge, Seller's and its Material Subsidiaries each Subsidiary's ownership and operation of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c)), except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospital. Each Subsidiary has obtained all licenses, permits and approvals necessary or required under all applicable capital requirements Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. At no time during each Subsidiary's ownership of its respective Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all Governmental Authorities (state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, Rule 15c3-1 laws and OTS (orregulations relating to the storage, as applicable, OCC treatment and Board) capital requirements)disposal of medical and biological waste. Neither the execution and delivery by the Borrower For purposes of the Loan Documentsthis Agreement, the application of the proceeds of the Loansterm "Hazardous Substances" shall mean (i) any hazardous or toxic waste, the consummation of any transaction contemplated by the Loan Documents, nor compliance with the provisions of the Loan Documents willsubstance, or at material defined as such in (or for the relevant time didpurposes of) any Environmental Laws, (aii) violate any law, rule, regulation (including Regulations T, U and X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiaryasbestos-containing material, (biii) violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or by-lawsmedical and biological waste, (civ) violate the provisions polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or require the approval or consent of any party to any indenturesubstances, instrument or agreement exposure to which the Borrower is prohibited, limited or regulated by any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by Section 6.16) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (d) require the consent or approval of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not have a Material Adverse EffectEnvironmental Laws.