Common use of Compliance with Laws and Contractual Obligations Clause in Contracts

Compliance with Laws and Contractual Obligations. (a) Borrower will comply with and will cause Guarantor to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower or Guarantor or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably be expected to result in a Material Regulatory Violation or a material adverse change, and (ii) the obligations, covenants and conditions contained in all other material contractual obligations of Borrower and of Guarantor, but in the case of Guarantor only with respect to the operation of the Projects; and (b) Borrower will maintain or obtain and will cause Guarantor to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Guarantor for which the loss, suspension, revocation or failure to obtain or renew, would reasonably be expected to have a material adverse effect upon the financial condition of Borrower or the ability to operate the Projects in compliance with the requirements of the Loan Documents and as they have been operated prior to the date hereof or are then operated in accordance with the terms hereof.

Compliance with Laws and Contractual Obligations. (a) Borrower will comply with and will cause Guarantor and Master Tenant to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower Borrower, Master Tenant or Guarantor or the maintenance, use or operation of the Projects Project or the provision of services to the occupants of the Projects Project where the failure to so comply would reasonably be expected to result in a Material Regulatory Violation or a material adverse change, and (ii) the obligations, covenants and conditions contained in all other material contractual obligations of Borrower Borrower, Master Tenant and of Guarantor, but in the case of Guarantor only with respect to the operation of the ProjectsProject; and (b) Borrower will maintain or obtain and will cause Master Tenant and Guarantor to maintain or obtain, obtain all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Master Tenant or Guarantor for which the loss, suspension, revocation or failure to obtain or renew, would reasonably be expected to have a material adverse effect upon the financial condition of Borrower or Master Tenant or Guarantor or the ability to operate the Projects Project in compliance with the requirements of the Loan Documents and as they have been operated prior to the date hereof or are then operated in accordance with the terms hereof.

Compliance with Laws and Contractual Obligations. (a) Borrower Borrowers will (to the extent applicable to Borrowers) comply in all material respects with and (to the extent applicable to Master Tenants) will cause Guarantor Master Tenants to comply in all material respects with (i) the requirements of all applicable laws, rules, regulations and orders order of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "“State Regulator"”), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower or Guarantor any Borrower, Master Tenant or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably be expected to result in a Material Regulatory Violation or a material adverse change, and (ii) the obligations, covenants and conditions contained in all other material contractual obligations of Borrower any Borrower, and of Guarantor, but in the case of Guarantor only with respect as it relates to the operation of the Projectsany Project or Master Tenant; and (b) Borrower Borrowers will maintain or and obtain and will cause Guarantor Master Tenants to maintain or and obtain, all licenses, qualifications and permits now held or hereafter required to be held by any Borrower or Guarantor Master Tenant for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have a material adverse effect upon the financial condition of any Borrower or the ability to operate the Projects in compliance with the requirements of the Loan Documents and as they have it has been operated prior to the date hereof or are then operated in accordance with the terms hereof.

Compliance with Laws and Contractual Obligations. (a) Borrower will comply with and will cause Guarantor to comply in all material respects with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower or Guarantor Master Tenant or Subtenant or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where Projects, except for such laws, rules, regulations and orders the failure to so comply would reasonably be expected with which will not materially and adversely affect the ability of Borrower or any other Loan Party to result in a Material Regulatory Violation or a material adverse changecomply with the Loan Documents, and (ii) the obligations, covenants and conditions contained in all other material contractual obligations of Borrower and of GuarantorBorrower, but in the case of Guarantor only with respect to the operation of extent that the Projectsfailure to comply therewith will not materially and adversely affect Borrower's or any other Loan Party's ability to comply with the Loan Documents; and (b) Borrower will maintain or obtain and will cause Guarantor Master Tenant or Subtenant, as applicable, to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower Borrower, Master Tenant or Guarantor Subtenant for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have a material adverse effect upon the financial condition of Borrower or the ability to operate the Projects in compliance with the requirements of the Loan Documents and as they have it has been operated prior to the date hereof or are then operated in accordance with the terms hereof.

Compliance with Laws and Contractual Obligations. Borrower will (a) Borrower will comply with and will cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which Borrower or Guarantor its Subsidiaries are now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all other material contractual obligations Contractual Obligations of Borrower or such Subsidiary, as applicable, other than those laws, rules, regulations, orders and provisions of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will cause Guarantor each of its Subsidiaries to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Guarantor and its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have a material adverse effect upon Material Adverse Effect. This subsection 2.1 shall not preclude the financial condition of Borrower or any Subsidiary from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP. Borrower represents and warrants that as of the ability to operate the Projects date hereof, it (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority as now in effect other than those laws, rules, regulations, orders and provisions of such Contractual Obligations, the Loan Documents noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and as they have been operated prior (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to the date hereof or are then operated in accordance with the terms hereofabove.

Compliance with Laws and Contractual Obligations. The Borrower will (a) Borrower will comply with and will cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, including laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which the Borrower or Guarantor its Subsidiaries are now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of the Borrower or such Subsidiary, as applicable, other material contractual obligations than those laws, rules, regulations, orders and provisions of Borrower and of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will cause Guarantor each of its Subsidiaries to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by the Borrower or Guarantor any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have a material adverse effect upon Material Adverse Effect. This -62- Section shall not preclude the financial condition of Borrower or any Subsidiary from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP. The Borrower represents and warrants that as of the ability to operate the Projects date hereof, it (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority other than those laws, rules, regulations, orders and provisions of such Contractual Obligations, the Loan Documents noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and as they (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above, except where a failure to do so could not be reasonably expected to have been operated prior to the date hereof or are then operated in accordance with the terms hereofa Material Adverse Effect.

Compliance with Laws and Contractual Obligations. Borrower will and will ------------------------------------------------ cause its Subsidiaries to (a) Borrower will comply with and will cause Guarantor to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which the Borrower or Guarantor such Subsidiary is now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all other material contractual obligations Contractual Obligations of Borrower or such Subsidiaries, other than those laws, rules, regulations, orders and provisions of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will cause Guarantor to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Guarantor and its Subsidiaries for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have a material adverse effect upon Material Adverse Effect. This subsection 2.1 shall not preclude the financial condition of Borrower or such Subsidiaries, from contesting any taxes or other payments or obligations under Contractual Obligations, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP. Borrower represents and warrants that as of the ability to operate the Projects date hereof, it and its Subsidiaries (i) are in compliance with the requirements of the Loan Documents all applicable laws, rules, regulations and orders of any governmental authority as they have been operated prior now in effect, and all Contractual Obligations applicable to it, to the date hereof extent the noncompliance therewith could reasonably be expected to have, either individually or are then operated in accordance with the terms hereofaggregate, a Material Adverse Effect and (ii) maintain all licenses, qualifications and permits referred to above.

Compliance with Laws and Contractual Obligations. Borrower will (a) Borrower will comply with and will cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which Borrower or Guarantor its Subsidiaries are now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all other material contractual obligations Contractual Obligations of Borrower or such Subsidiary, as applicable, other than those laws, rules, regulations, orders and provisions of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will cause Guarantor each of its Subsidiaries to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Guarantor and its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have a material adverse effect upon Material Adverse Effect. This subsection 2.1 shall not preclude the financial condition of Borrower or any Subsidiary from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP. Borrower represents and warrants that as of the ability to operate the Projects Restatement Effective Date, it (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority as now in effect other than those laws, rules, regulations, orders and provisions of such Contractual Obligations, the Loan Documents noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above. "Contractual Obligations," as they have been operated prior applied to any Person, means any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject including, without limitation, the date hereof or are then operated in accordance with the terms hereofRelated Transactions Documents.

Compliance with Laws and Contractual Obligations. Borrower will (a) Borrower will comply with and will cause Guarantor each of its Restricted Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which Borrower or Guarantor its Restricted Subsidiaries are now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all other material contractual obligations Contractual Obligations of Borrower or such Restricted Subsidiary, as applicable, other than those laws, rules, regulations, orders and provisions of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will cause Guarantor each of its Subsidiaries to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Guarantor and its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have have, either individually or in the aggregate, a material adverse effect upon the financial condition of Material Adverse Effect. This subsection 2.1 shall not preclude Borrower or the ability to operate the Projects any Restricted Subsidiary from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP. Borrower represents and warrants that it (i) is in compliance and each of its Restricted Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority as now in effect other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the Loan Documents noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above. “Contractual Obligations,” as they have been operated prior applied to any Person, means any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject including, without limitation, the date hereof or are then operated in accordance with the terms hereofRelated Transactions Documents.

Compliance with Laws and Contractual Obligations. Borrower and each other Credit Party will (a) Borrower will comply with and will shall cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which Borrower or Guarantor any Credit Party or the maintenance, use any of its Subsidiaries is now doing business or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries, other material contractual obligations of Borrower and of Guarantorthan, but in the case of Guarantor only both (i) and (ii) above, those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with respect which, in each case, could not be reasonably expected to have, either individually or in the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will shall cause Guarantor each of its Subsidiaries to maintain or obtain, obtain all licenses, qualifications and permits now held or hereafter required to be held by Borrower such Credit Party or Guarantor any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Subsection shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have a material adverse effect upon the financial condition been recorded in Borrower’s books and records and reflected on its Financial Statements. Borrower represents and warrants that each other Credit Party (i) is in compliance and each of Borrower or the ability to operate the Projects its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the Loan Documents obligations, covenants and as they have been operated prior conditions contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the date hereof or are then operated in accordance with the terms hereofaggregate, a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above.

Compliance with Laws and Contractual Obligations. Holdings and Borrower will, and will cause each of its Borrower's Subsidiaries to, (a) Borrower will comply with and will cause Guarantor to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower in the future in all jurisdictions in which Holdings or Guarantor any of its Subsidiaries is now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of Holdings or any of its Subsidiaries other material contractual obligations of Borrower and of Guarantor, but than in the case of Guarantor only with respect (i) or (ii) where such noncompliance could not be reasonably expected to have, either individually or in the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will cause Guarantor to maintain or obtain, all licenses, qualifications and permits now held or hereafter required to be held by Borrower Holdings or Guarantor any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude Holdings or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2. Each of Holdings and Borrower represents and warrants that it, and each Subsidiary of Borrower, (i) is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the obligations, conditions and covenants contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) maintains all licenses, qualifications and permits for which the loss, suspension, revocation or failure to obtain or maintain could reasonably be expected to have a material adverse effect upon the financial condition of Borrower or the ability to operate the Projects in compliance with the requirements of the Loan Documents and as they have been operated prior to the date hereof or are then operated in accordance with the terms hereofMaterial Adverse Effect.

Compliance with Laws and Contractual Obligations. Each Credit Party will (a) Borrower will comply with and will shall cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower in the future in all jurisdictions in which any Credit Party or Guarantor any of its Subsidiaries is now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries, in either case, other material contractual obligations than those laws, rules, regulations, orders and provisions of Borrower and of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will shall cause Guarantor each of its Subsidiaries to maintain or obtain, obtain all licenses, qualifications and permits now held or hereafter required to be held by Borrower such Credit Party or Guarantor any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Credit Parties shall give prior written notice to Agent if they elect to discontinue any license, permit or qualification required under FIFRA or any similar state law. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have a material adverse effect upon the financial condition been recorded in conformity with GAAP, subject to Section 3.2. Each Credit Party represents and warrants that it (i) is in compliance and each of Borrower or the ability to operate the Projects its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the Loan Documents obligations, covenants and as they have been operated prior conditions contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the date hereof or are then operated in accordance with the terms hereofaggregate, a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above.

Compliance with Laws and Contractual Obligations. Each Credit Party will (a) Borrower will comply with and will shall cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon Borrower in the future in all jurisdictions in which any Credit Party or Guarantor any of its Subsidiaries is now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries, in either case, other material contractual obligations than those laws, rules, regulations, orders and provisions of Borrower and of Guarantorsuch Contractual Obligations the noncompliance with which could not be reasonably expected to have, but either individually or in the case of Guarantor only with respect to the operation of the Projects; and aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will shall cause Guarantor each of its Subsidiaries to maintain or obtain, obtain all licenses, qualifications and permits now held or hereafter required to be held by Borrower such Credit Party or Guarantor any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Credit Parties shall give prior written notice to Agent if they elect to discontinue any license, permit or qualification required under FIFRA or any similar state law. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have a material adverse effect upon the financial condition been recorded in conformity with GAAP, subject to Section 3.2. Each Credit Party represents and warrants that it (i) is in compliance and each of Borrower or the ability to operate the Projects its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the Loan Documents obligations, covenants and as they have been operated prior conditions contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the date hereof or are then operated in accordance with the terms hereofaggregate, a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above.

Compliance with Laws and Contractual Obligations. Borrower will (a) Borrower will comply with and will shall cause Guarantor each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any governmental authority Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to all building, zoning, density, land use, covenants, conditions and restrictions, subdivision requirements, taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters, matters and employee health and safety, quality and safety standards, accreditation standards and requirements of the applicable state department of health or other applicable state regulatory agency (each a "State Regulator"), quality and adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting) as are now in effect and which may be imposed upon in the future in all jurisdictions in which Borrower or Guarantor any of its Subsidiaries is now doing business or the maintenance, use or operation of the Projects or the provision of services to the occupants of the Projects where the failure to so comply would reasonably may hereafter be expected to result in a Material Regulatory Violation or a material adverse change, doing business and (ii) the obligations, covenants and conditions contained in all other material contractual obligations Contractual Obligations of Borrower and or any of Guarantorits Subsidiaries, but in the case of Guarantor only other than, with respect to the operation foregoing clauses (i) and (ii), those laws, rules, regulations, orders and provisions of such Contractual Obligations the Projects; and noncompliance with which could not be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) Borrower will maintain or obtain and will shall cause Guarantor each of its Subsidiaries to maintain or obtain, obtain all licenses, qualifications and permits now held or hereafter required to be held by Borrower or Guarantor any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, would could reasonably be expected to have have, either individually or in the aggregate, a material adverse effect upon the financial condition of Material Adverse Effect. This Section shall not preclude Borrower or the ability to operate the Projects its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP. Borrower represents and warrants that it (i) is in compliance and each of its Subsidiaries is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority and the Loan Documents obligations, conditions and as they have been operated prior covenants contained in all Contractual Obligations other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the date hereof or are then operated in accordance with the terms hereofaggregate, a Material Adverse Effect, and (ii) maintains and each of its Subsidiaries maintains all licenses, qualifications and permits referred to above.