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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Communications Act, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where unless failure so to comply with either clause (i) or (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to cause a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. . (b) The Borrower shall develop will, and implement such programswill cause each of its Subsidiaries to, policies and procedures as are necessary (i) operate its Stations, unless failure to comply could not reasonably be expected to cause a Material Adverse Effect, in accordance with and in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operations of its Stations, (iii) use its reasonable best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any FCC License, and (iv) promptly furnish or cause to be furnished to the Administrative Agent: (A) a copy of any order or notice of the FCC which designates any of the Borrower’s or any of its Subsidiaries’ FCC Licenses for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries’ authority to operate a Station, (B) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which the Borrower shall determine that or any investors of the Borrower’s Subsidiaries operates any Station, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower’s or any of its Subsidiaries’ Stations and (D) a copy of any notice or application by the Borrower are or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Subsidiary Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrower or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Subsidiary Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act applicable Anti-Money Laundering Laws and shall promptly advise Agent in writing in the event that the Borrower and the Subsidiary Guarantors shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the Operators Tenants of the Unencumbered Pool Properties Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (ia) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including conducted (excluding all Environmental LawsLaws which are exclusively addressed in §8.6 below), (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other formation, governing or charter documents and bylaws, (iiic) all material agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required by Applicable Laws (excluding all Environmental Laws which are exclusively addressed in §8.6 below) for the conduct of its business or the ownership, use or operation of its properties, except where (x) in the case of any of the Borrower, any Guarantor or any Tenant of any Unencumbered Pool Asset, failure to so to comply with either clause (ia), (c), (d) or (ve) would not result in the material non-compliance with the items described in such clauses, and (y) with respect to any other Person, failure to so comply with clause (a), (b), (c), (d) or (e), as the case may be, would not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act (in all material respects) and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except except: (A) with respect to the Borrower and Guarantors, where a failure to so comply with any of clauses (ii), (iii) and (iv) could not reasonably be expected to have a Material Adverse Effect, (B) with respect to Guarantors, where a failure to so comply with either clause (i) or (v) could not reasonably be expected to have a Material Adverse Effect, and (C) with respect to the Borrower, where a failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseslaws, regulations, licenses or permits. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor the Guarantors or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower and Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower or Guarantors shall determine that any investors in the Borrower or Guarantors are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Each Borrower will, and the Guarantors willwill cause each Guarantor to, comply with, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including including, without limitation, all Environmental LawsLaws and all applicable federal and state securities laws, (iib) the provisions of its partnership agreement and certificate or corporate charter, partnership agreement, limited liability company agreement or declaration of trustcharter and other organizational documents, as the case may be, and other charter documents and bylawsapplicable, (iiic) all material agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound (ivincluding the Real Estate and the Leases) and (d) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business . If at any time while any Loan or Note is outstanding or the ownershipLenders have any obligation to make Loans hereunder, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Borrower or any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or under any other Loan Document to which it is a party, the Borrower, such Guarantor or such Subsidiary Borrowers and the Guarantors will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrowers or the Guarantors, as applicable, to obtain such authorization, consent, approval, permit or license Permit and furnish the Administrative Agent and the Lenders with evidence thereof. The Borrower shall develop Borrowers will, and implement such programswill cause each Guarantor and each Subsidiary to, policies obtain and procedures as are maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to comply with the Patriot Act ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that failures to obtain or maintain in effect such licenses, certificates, permits, franchises and shall promptly advise Agent in writing other governmental authorizations could not, individually or in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actaggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Mortgaged Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause clauses (ia), (c) or (ve) would not result in the material non-compliance with the items described in such clauses. To the extent permitted by the terms of the Leases, the Borrower and the Guarantors will use commercially reasonable efforts to cause each Operator of the Borrowing Base Assets that is not affiliated with Borrower to comply in all respects with (a) all Applicable Laws and regulations now or hereafter in effect with respect to such Borrowing Base Assets or the business conducted thereon, including all Environmental Laws, (b) all applicable decrees, orders, and judgments relating to such Borrowing Base Assets, and (c) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so comply with clauses (a), (b) or (c) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps reasonably necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except except: (A) with respect to the Borrower and Guarantors, where a failure to so comply with any of clauses (ii), (iii) and (iv) could not reasonably be expected to have a Material Adverse Effect, (B) with respect to Guarantors, where a failure to so comply with either clause (i) or (v) could not reasonably be expected to have a Material Adverse Effect, and (C) with respect to the Borrower, where a failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseslaws, regulations, licenses or permits. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor the Guarantors or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower and Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower or Guarantors shall determine that any investors in the Borrower or Guarantors are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects , (a) Comply with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conductedLaws, including all Environmental Laws, which may be in effect from time to time, (ii) the provisions of its corporate charter, partnership agreement, charter documents and by-laws or limited liability company agreement or declaration of trustagreement, as the case may be, and other charter documents and bylawsapplicable, (iii) all agreements and instruments to which it is a party or by which it or any of its properties or business may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where ; if in each such case failure so to comply with either clause (i) or (v) would not result in have a materially adverse effect on the material non-compliance with the items described in such clausesBorrower and its Subsidiaries, taken as a whole. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Governmental Authority shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunderthe Obligations, the Borrower, such Guarantor or such Subsidiary Borrower will promptly take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop ; (b) Obtain all such Approvals and implement take all such programsother action with respect to any Governmental Authority as may be required for the execution, policies delivery or performance of this Credit Agreement and procedures as are necessary to the other Loan Documents, and duly perform and comply with all of the Patriot Act terms and shall promptly advise Agent conditions of all Approvals so obtained; (c) Operate its Stations in writing accordance and in compliance in all material respects with the Communications Act, file in a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operation of its Stations, and use its best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any such FCC License; and (d) Promptly furnish or cause to be furnished to the Borrower shall determine that Agent: (i) a copy of any investors order or notice of any Communications Regulatory Authority which designates any of its FCC Licenses for a hearing or which refuses renewal or extension thereof, or revokes or suspends its authority to operate a Station; (ii) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which it operates any Station; (iii) a copy of any citation, notice of violation or order to show cause issued by any Communications Regulatory Authority in the Borrower are relation to any of its Stations; and (iv) a copy of any notice or application by it requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of the Guarantors and their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors Issuer will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Communications Act, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where unless failure so to comply with either clause (i) or (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to cause a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Issuer or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Purchase Documents to which the Issuer or such Subsidiary is a party, the Issuer will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Issuer or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Purchaser with evidence thereof. . (b) The Borrower shall develop Issuer will, and implement such programswill cause each of its Subsidiaries to, policies and procedures as are necessary (i) operate its Stations, unless failure to comply could not reasonably be expected to cause a Material Adverse Effect, in accordance with and in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operations of its Stations, (iii) use its reasonable best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any FCC License, and (iv) promptly furnish or cause to be furnished to the Borrower shall determine that Purchaser: (A) a copy of any investors order or notice of the FCC which designates any of the Issuer’s or any of its Subsidiaries’ FCC Licenses for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries’ authority to operate a Station, (B) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which the Issuer or any of the Issuer’s Subsidiaries operates any Station, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower are Issuer’s or any of its Subsidiaries’ Stations and (D) a copy of any notice or application by the Issuer or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors Borrowers will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable applicable laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrowers or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrowers or such Subsidiary will promptly immediately take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower Borrowers shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower Borrowers shall determine that any investors in the Borrower Borrowers are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Unencumbered Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all truth in lending, real estate settlement procedures and Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor the Guarantors or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willeach Restricted Subsidiary swill comply, and will use good faith efforts to cause each of their respective Subsidiaries to, and, the lessees to comply in the extent permitted by the terms case of the LeasesEligible Assets, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws, ordinances, regulations and regulations requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsOrganizational Documents, (iii) the Eligible Leases and all mortgages, indentures, contracts, agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except in each case where the failure to so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If at any time while any Loan or Note is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Borrower and the Borrower, any Guarantor or their respective Restricted Subsidiaries may fulfill any of its their respective obligations hereunderhereunder or under the other Loan Documents, Borrower and the Borrower, such Guarantor or such Subsidiary Restricted Subsidiaries will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, its Subsidiaries will maintain in effect and enforce policies and procedures as designed to ensure, and which are necessary reasonably expected to comply continue to ensure, continued compliance with the Patriot Act Anti-Corruption Laws and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actapplicable Sanctions Laws and Regulations.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Mortgaged Properties which are Borrowing Base Assets to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and zoning requirements, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all applicable Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors Credit Parties will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties other Transaction Parties to, comply in all respects with (i) all Applicable Laws and regulations Legal Requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by Legal Requirements for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrower or their its respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower Credit Parties shall develop and implement such programs, policies and procedures as are necessary reasonably designed to comply promote and achieve compliance with the Patriot Act Anti-Corruption Laws and shall promptly advise Agent applicable Sanctions by the Credit Parties, their Subsidiaries, their respective directors, officers, employees, Affiliates and agents and representatives that will act in writing any capacity in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actconnection with or benefit from this Agreement.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby- laws, (iiiii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (iviii) all applicable decrees, orders, and judgments. (b) The Borrower will cause each of its Advisory Subsidiaries to maintain its registration as an investment adviser under the Advisers Act and each of its Broker-Dealer Subsidiaries to maintain its registration as a broker or a dealer under the Exchange Act, and (v) all licenses and permits required Applicable Laws PROVIDED that nothing in this sentence shall prevent any such Subsidiary from discontinuing such registration if such discontinuation is, in the judgment of the Borrower, desirable for the conduct of their business and such discontinuations, in the aggregate, do not have a Material Adverse Effect. Each of the Borrower and its business Subsidiaries will comply, and will use reasonable efforts to cause each Fund and Trust to comply to the extent applicable (subject to the discretion of its trustees or directors), with the Investment Company Act, the Advisers Act, the Exchange Act, the Securities Act (including the continued registration of the shares representing beneficial interests of, or common stock in, each Fund or Trust), the rules and regulations of the NASD, subchapter M of the Code (to the extent of each Fund's or Trust's continued qualification as a regulated investment company thereunder and subject to the Borrower's or the ownershipapplicable Advisory Subsidiary's reasonable business judgment that such compliance is not in the interests of such Fund or Trust), use the Commodities Act, any other law, statue, rule or operation regulation governing investment advisers, investment companies, broker-dealers, underwriters, custodians or transfer agents, including capital requirements, and all other valid and applicable statutes, ordinances, zoning and building codes and other rules and regulations of its propertiesthe United States of America, of the states and territories thereof and their counties, municipalities and other subdivisions and of any foreign country or other jurisdictions applicable to such Person, except where failure so compliance therewith shall at the time be contested in good faith by appropriate proceedings. (c) If at any time while any Revolving Credit Loan or Note is outstanding or any Bank has any obligation to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If make Revolving Credit Loans hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, ; (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or under any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will promptly or, as the case may be, will cause such Subsidiary to, immediately take or cause to be taken all steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. . (b) The Borrower will cause each of its Advisory Subsidiaries to maintain its registration as an investment adviser under the Advisers Act and each of its Broker-Dealer Subsidiaries to maintain its registration as a broker or a dealer under the Exchange Act, PROVIDED that nothing in this sentence shall develop prevent any such Subsidiary from discontinuing such registration if such discontinuation is, in the judgment of the Borrower, desirable for the conduct of their business and implement such programsdiscontinuations, policies in the aggregate, do not have a Material Adverse Effect. Each of the Borrower and procedures as are necessary its Subsidiaries will comply, and will use reasonable efforts to cause each Fund and Trust to comply to the extent applicable (subject to the discretion of its trustees or directors), with the Patriot Investment Company Act, the Advisers Act, the Exchange Act, the Securities Act (including the continued registration of the shares representing beneficial interests of, or common stock in, each Fund or Trust), the rules and shall promptly advise Agent in writing regulations of the NASD, subchapter M of the Code (to the extent of each Fund's or Trust's continued qualification as a regulated investment company thereunder and subject to the Borrower's or the applicable Advisory Subsidiary's reasonable business judgment that such compliance is not in the event that the Borrower shall determine that any investors in the Borrower are in violation interests of such actFund or Trust), the Commodities Act, any other law, statue, rule or regulation governing investment advisers, investment companies, broker-dealers, underwriters, custodians or transfer agents, including capital requirements, and all other valid and applicable statutes, ordinances, zoning and building codes and other rules and regulations of the United States of America, of the states and territories thereof and their counties, municipalities and other subdivisions and of any foreign country or other jurisdictions applicable to such Person, except where compliance therewith shall at the time be contested in good faith by appropriate proceedings.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors (a) Each Credit Party will, and will cause each of their respective its Subsidiaries to, andcomply with all laws, rules, regulations and orders of any Governmental Authority applicable to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with it or its property (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) Laws and the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its propertiesCommunications Act), except where the failure so to comply with either clause (i) do so, individually or (v) would in the aggregate, could not reasonably be expected to result in the material non-compliance with the items described in such clausesa Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Credit Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. . (b) The Borrower shall develop will, and implement will cause each of its Subsidiaries to, (i) operate its Stations, unless failure to comply could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, in accordance with and in compliance with the Communications Act, (ii) file in a timely manner all necessary applications for renewal of all FCC Licenses that are Necessary Authorizations, (iii) use commercially reasonable efforts to defend any proceedings which could result in the termination, forfeiture or non-renewal of any FCC License that is a Necessary Authorization, and (iv) promptly furnish or cause to be furnished to the Administrative Agent: (A) a copy of any order or notice of the FCC which designates any of the Borrower’s or any of its Subsidiaries’ FCC Licenses that are Necessary Authorizations for a hearing or which revokes such programsFCC License or refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries’ authority to operate a Station, (B) a copy of any competing application filed with respect to any FCC Licenses that are Necessary Authorizations, (C) a copy of any material citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower’s or any of its Subsidiaries’ Stations and (D) a copy of any notice or application by the Borrower or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in excess of thirty (30) days. (c) The Borrower will, and will cause each of its Subsidiaries to, maintain in effect and enforce policies and procedures as are necessary designed to comply ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the Patriot Act Anti-Corruption Laws and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actapplicable Sanctions.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Communications Act, unless failure to comply would not result in the imposition of substantial penalties or materially and adversely affect the financial condition, properties or business of the Borrower or the Borrower and its Subsidiaries, taken as a whole, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, subject or bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where unless failure so to comply with either clause (i) or (v) therewith would not result in the material non-compliance with imposition of substantial penalties or materially and adversely affect the items described in such clausesfinancial condition, properties or business of the Borrower or the Borrower and its Subsidiaries, taken as a whole. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. . (b) The Borrower shall develop will, and implement such programswill cause each of its Subsidiaries to, policies (i) operate its Stations in all material respects in accordance with and procedures as are necessary to comply in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operations of its Stations, (iii) use its best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any FCC License, and (iv) promptly furnish or cause to be furnished to the Administrative Agents: (A) a copy of any order or notice of the FCC which designates any of the Borrower's or any of its Subsidiaries' FCC Licenses for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries' authority to operate a Station, (B) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which the Borrower shall determine that or any investors of the Borrower's Subsidiaries operates any Station, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower's or any of its Subsidiaries' Stations and (D) a copy of any notice or application by the Borrower are or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Communications Act, unless failure to comply would not result in the imposition of substantial penalties or materially and adversely affect the financial condition, properties or business of the Borrower or the Borrower and its Subsidiaries taken as a whole, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, subject or bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where unless failure so to comply with either clause (i) or (v) therewith would not result in the material non-compliance with imposition of substantial penalties or materially and adversely affect the items described in such clausesfinancial condition, properties or business of the Borrower or the Borrower and its Subsidiaries taken as a whole. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. . (b) The Borrower shall develop will, and implement such programswill cause each of its Subsidiaries to, policies (i) operate its Stations in all material respects in accordance with and procedures as are necessary to comply in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operations of its Stations, (iii) use its best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any FCC License, and (iv) promptly furnish or cause to be furnished to the Managing Agent: (A) a copy of any order or notice of the FCC which designates any of the Borrower's or any of its Subsidiaries' FCC Licenses for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries' authority to operate a Station, (B) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which the Borrower shall determine that or any investors of the Borrower's Subsidiaries operates any Station, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower's or any of its Subsidiaries' Stations and (D) a copy of any notice or application by the Borrower are or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia), (c) or (ve) would not result in the material non-non- compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms Each of the Leases, Credit Parties and its Restricted Subsidiaries will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable the applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including including, without limitation all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits provided, that in each case, such compliance shall be required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except by this Agreement only where failure so to comply noncompliance with either clause (i) or (vthis Section 6.09(a)(i)-(iv) would not result in the material non-compliance with the items described in such clausesa Material Adverse Effect. If any authorization, consent, approval, permit or license (including, without limitation, Pharmaceutical Licenses) from any officer, agency Governmental Authority or instrumentality of any government central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, any Guarantor Credit Party or their respective Subsidiaries any Restricted Subsidiary may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, the Borrower, such Guarantor or such each Credit Party and each Restricted Subsidiary will promptly take or cause to be taken all commercially reasonable steps necessary within the power of such Credit Party and/or such Restricted Subsidiary to obtain such authorization, consent, approval, permit or license license, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in In the event that a Credit Party is unsuccessful in obtaining such authorization, consent, approval, permit or license, the Borrower shall determine that Administrative Agent may, without limiting the generality of its discretionary rights with respect to Reserves, impose Reserves with respect to any investors in the Borrower are in violation of Collateral held by such actPerson which may be affected by such failure to obtain such authorization, consent, approval, permit or license.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and Guarantor will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except except, with respect to Guarantor where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Borrower or Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Borrower or Guarantor or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower and Guarantor shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower or Guarantor shall determine that any investors in the Borrower or Guarantor are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will cause the Operators of the Pool Properties Borrowing Base Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including conducted (excluding all Environmental LawsLaws which are exclusively addressed in §8.6 below), (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable by applicable laws and regulations (excluding all Environmental Laws which are exclusively addressed in §8.6 below) for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act (in all material respects) and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, will comply and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its or their certificate of formation, operating agreement, corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so . The Borrower covenants and agrees to comply with either clause (i) or (v) would not result in the material give Agent prompt notice of any non-compliance with such laws, ordinances, regulations or requirements and of any notice of non-compliance therewith which the items described Borrower or any of its Subsidiaries receives or any threatened or pending proceedings in such clausesrespect thereto or with respect to the Mortgaged Property or the Mezzanine Property (including, without limitation, changes in zoning), of which the Property Owner, the Borrower or any of its Subsidiaries receives notice. If at any time while any Loan or Note is outstanding or the Banks have any obligation to make Loans hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrower or their respective Subsidiaries the Property Owner may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. Notwithstanding the foregoing, the Property Owner and WASH shall have the right to contest the applicability of any legal requirement subject to the approval of the Mortgagee and the Mezzanine Mortgagee, as applicable, so long as Property Owner or WASH is in good faith, and by proper legal proceedings, diligently contesting the application thereof, provided no Event of Default shall exist and be continuing hereunder, and the Borrower provides evidence to the Agent that the Property Owner or WASH is otherwise fully complying with each of the conditions set forth in the Mortgage Loan Documents or the Mezzanine Mortgage Loan Documents, as applicable, or prescribed by the Mortgagee or the Mezzanine Mortgagee, as applicable, applicable to such contest. The Borrower shall develop and implement such programspromptly notify the Agent of the commencement of any contest or similar proceeding hereunder. Notwithstanding the foregoing, policies and procedures as are necessary the Borrower shall cause the Property Owner or WASH promptly to comply with any contested legal requirement, and compliance therewith shall not be deferred, if the Patriot Act and shall promptly advise Agent Property Owner, WASH, the Mortgagee or the Mezzanine Mortgagee, as applicable, may be subject to civil or criminal charges or damages as a result thereof or such noncompliance might place the Mortgaged Property, the Mezzanine Property or any part thereof in writing in danger of being forfeited, lost or closed. If such action or proceeding is terminated or discontinued adversely to the event that Property Owner or WASH, then, the Borrower shall determine that any investors in shall, upon written demand, deliver to the Borrower are in violation Agent reasonable evidence of compliance by the Property Owner or WASH with such actcontested legal requirement.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia), (c) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Subsidiary Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrower or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Subsidiary Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower and the Subsidiary Guarantors shall determine that any investors in the Borrower are in violation of such act. If fire or life safety code violations exist at any of the Initial Collateral Properties (or upon Borrower’s knowledge thereafter), then the Borrower will provide evidence to the Agent that such violations have been remedied within 30 days (and for any building code violations within 90 days) of the Closing Date, or upon Borrower’s knowledge, as applicable.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willwill comply with, and will cause each of their respective Subsidiaries tothe Property Owner and Managing Member to comply with, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws, ordinances, regulations and regulations requirements now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws in all material respects, (ii) the provisions of its certificate of formation, operating agreement, corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) the Mortgage Loan Documents, the Loan Documents, the Leases and in all material respects all other mortgages, indentures, contracts, agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all material licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so . Borrower covenants and agrees to comply with either clause (i) or (v) would not result in give the material Agent prompt notice of any non-compliance with such laws, ordinances, regulations or requirements and of any notice of non-compliance therewith which it, Managing Member or Property Owner receives or any threatened or pending proceedings in respect thereto or with respect to the items described Mortgaged Property (including, without limitation, changes in such clauseszoning) of which the Property Owner, Managing Member or the Borrower receives notice. If at any time while any Loan or Note is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Managing Member or their respective Subsidiaries the Property Owner may fulfill any of its obligations hereunder, the Borrower, such Guarantor Managing Member or such Subsidiary the Property Owner will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. Notwithstanding the foregoing, the Property Owner shall have the right to contest the applicability of any legal requirement subject to the terms and conditions of Section 8(c) of the Mortgage so long as Property Owner is in good faith, and by proper legal proceedings, diligently contesting the application thereof, provided no Event of Default shall exist and be continuing hereunder, and the Borrower provides evidence to the Agent that the Property Owner is otherwise fully complying with each of the conditions set forth in Section 8(c) of the Mortgage applicable to such contest. The Borrower shall develop and implement such programspromptly notify the Agent of the commencement of any contest or similar proceeding hereunder. Notwithstanding the foregoing, policies and procedures as are necessary the Borrower shall cause the Property Owner promptly to comply with any contested legal requirement, and compliance therewith shall not be deferred, if the Patriot Act and shall promptly advise Agent in writing in Property Owner or the event that Mortgagee may be subject to civil or criminal charges or damages a result thereof. If such action or proceeding is terminated or discontinued adversely to the Property Owner, then, the Borrower shall determine that any investors in shall, upon written demand, deliver to the Borrower are in violation Agent reasonable evidence of compliance by the Property Owner with such actcontested legal requirement.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and Guarantor will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in reasonably be expected to have a Material Adverse Effect (provided that nothing herein shall limit the material non-compliance with the items described in such clausesprovisions of §8.6). If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Borrower or Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Borrower or Guarantor or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower and Guarantor shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower or Guarantor shall determine that any investors in the Borrower or Guarantor are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Each of ---------- ---- ----- ---------- --------- --- ------- AmeriKing, Holdings and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws the noncompliance with which would have a material adverse affect on the business, assets or financial condition of AmeriKing, Holdings, the Borrower and their Subsidiaries considered as a whole or the ability of AmeriKing, Holdings or the Borrower or any of their Subsidiaries to fulfill its obligations under this Credit Agreement or the other Revolver Loan Documents to which such Person is a party, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, including, without limitation, all leases, and Franchise Agreements, the noncompliance with which could have a material adverse effect on the business, assets or financial condition of AmeriKing, Holdings, the Borrower and their Subsidiaries considered as a whole or the ability of AmeriKing, Holdings or the Borrower or any of their Subsidiaries to fulfill its obligations under this Credit Agreement or the other Revolver Loan Documents to which such Person is a party, and (ivd) all applicable decrees, orders, and judgmentsjudgments the noncompliance with which could have a material adverse affect on the business, assets or financial condition of AmeriKing, Holdings, the Borrower and (v) all licenses and permits required Applicable Laws for the conduct of its business their Subsidiaries considered as a whole or the ownershipability of AmeriKing, use Holdings or operation the Borrower or any of their Subsidiaries to fulfill its properties, except where failure so obligations under this Credit Agreement or the other Revolver Loan Documents to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in which such clausesPerson is a party. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that AmeriKing, Holdings, the Borrower, Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Revolver Loan Documents to which such Person is a party, AmeriKing, Holdings or the BorrowerBorrower will, such Guarantor or (as the case may be) will cause such Subsidiary will promptly to, immediately take or cause to be taken all reasonable steps necessary within the power of such Person to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Communications Act, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where unless failure so to comply with either clause (i) or (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to cause a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. . (b) The Borrower shall develop will, and implement such programswill cause each of its Subsidiaries to, policies and procedures as are necessary (i) operate its Stations, unless failure to comply could not reasonably be expected to cause a Material Adverse Effect, in accordance with and in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operations of its Stations, (iii) use its reasonable best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any FCC License, and (iv) promptly furnish or cause to be furnished to the Administrative Agent: (A) a copy of any order or notice of the FCC which designates any of the Borrower's or any of its Subsidiaries' FCC Licenses for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries' authority to operate a Station, (B) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which the Borrower shall determine that or any investors of the Borrower's Subsidiaries operates any Station, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower's or any of its Subsidiaries' Stations and (D) a copy of any notice or application by the Borrower are or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors (a) Each Credit Party will, and will cause each of their respective its Subsidiaries to, andcomply with all laws, rules, regulations and orders of any Governmental Authority applicable to the extent permitted by the terms of the Leasesit or its property (including, will cause the Operators of the Pool Properties towithout limitation, comply in all respects with (i) all Applicable Environmental Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its propertiesCommunications Act), except where the failure so to comply with either clause (i) do so, individually or (v) would in the aggregate, could not reasonably be expected to result in the material non-compliance with the items described in such clausesa Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Credit Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. . (b) The Borrower shall develop will, and implement such programswill cause each of its Subsidiaries to, policies and procedures as are necessary (i) operate its Stations, unless failure to comply could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, in accordance with and in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are Necessary Authorizations, (iii) use its reasonable best efforts to defend any proceedings which could result in the event termination, forfeiture or non-renewal of any FCC License that is a Necessary Authorization, and (iv) promptly furnish or cause to be furnished to the Administrative Agent: (A) a copy of any order or notice of the FCC which designates any of the Borrower’s or any of its Subsidiaries’ FCC Licenses that are Necessary Authorizations for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries’ authority to operate a Station, (B) a copy of any competing application filed with respect to any FCC Licenses that are Necessary Authorizations, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower’s or any of its Subsidiaries’ Stations and (D) a copy of any notice or application by the Borrower shall determine that or any investors of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in the Borrower are in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the Operators Tenants of the Unencumbered Pool Properties Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including conducted (excluding all Environmental LawsLaws which are exclusively addressed in Section 6.7(b) below), (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other formation, governing or charter documents and bylaws, (iii) all material agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws (excluding all Environmental Laws which are exclusively addressed in Section 6.7(b) below) for the conduct of its business or the ownership, use or operation of its properties, except where (x) in the case of any of the Borrower, any Guarantor or any Tenant of any Unencumbered Pool Asset, failure to so to comply with either clause (i), (iii), (iv) or (v) would not result in the material non-compliance with the items described in such clauses, and (y) with respect to any other Person, failure to so comply with clause (i), (ii), (iii), (iv) or (v), as the case may be, would not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act (in all material respects) and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Communications Act, unless failure to comply would not result in the imposition of substantial penalties or materially and adversely affect the financial condition, properties or business of the Borrower or the Borrower and its Subsidiaries, taken as a whole, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, subject or bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where unless failure so to comply with either clause (i) or (v) therewith would not result in the material non-compliance with imposition of substantial penalties or materially and adversely affect the items described in such clausesfinancial condition, properties or business of the Borrower or the Borrower and its Subsidiaries, taken as a whole. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. . (b) The Borrower shall develop will, and implement such programswill cause each of its Subsidiaries to, policies (i) operate its Stations in all material respects in accordance with and procedures as are necessary to comply in compliance with the Patriot Act and shall promptly advise Agent Communications Act, (ii) file in writing a timely manner all necessary applications for renewal of all FCC Licenses that are material to the operations of its Stations, (iii) use its best efforts to defend any proceedings which could result in the event that termination, forfeiture or non-renewal of any FCC License, and (iv) promptly furnish or cause to be furnished to the Administrative Agents: (A) a copy of any order or notice of the FCC which designates any of the Borrower's or any of its Subsidiaries' FCC Licenses for a hearing or which refuses renewal or extension thereof, or reverses or suspends its or any of its Subsidiaries' authority to operate a Station, (B) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC 79 -72- Licenses), rights, permits, consents or other authorizations pursuant to which the Borrower shall determine that or any investors of the Borrower's Subsidiaries operates any Station, (C) a copy of any citation, notice of violation or order to show cause issued by the FCC in relation to any of the Borrower's or any of its Subsidiaries' Stations and (D) a copy of any notice or application by the Borrower are or any of its Subsidiaries requesting authority to cease broadcasting on any Station or to cease operating any Station for any period in violation excess of such actfive (5) days.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, will comply and will cause each of their respective Subsidiaries tothe Property Owner, and, the Member and the Manager to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its or their certificate of formation, operating agreement, corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so . The Borrower covenants and agrees to comply with either clause (i) or (v) would not result in the material give Agent prompt notice of any non-compliance with such laws, ordinances, regulations or requirements and of any notice of non-compliance therewith which the items described Borrower, the Property Owner, the Member or the Manager receives or any threatened or pending proceedings in such clausesrespect thereto or with respect to the Mezzanine Property (including, without limitation, changes in zoning) of which the Property Owner, the Borrower, the Member or the Manager receives notice. If at any time while any Loan or Note is outstanding or the Banks have any obligation to make Loans hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Property Owner, the Member or their respective Subsidiaries the Manager may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. Notwithstanding the foregoing, the Property Owner shall have the right to contest the applicability of any legal requirement subject to the approval of the Mezzanine Mortgagee, so long as Property Owner is in good faith, and by proper legal proceedings, diligently contesting the application thereof, provided no Event of Default shall exist and be continuing hereunder, and the Borrower provides evidence to the Agent that the Property Owner is otherwise fully complying with each of the conditions set forth in the Mezzanine Mortgage Loan Documents or prescribed by the Mezzanine Mortgagee applicable to such contest. The Borrower shall develop and implement such programspromptly notify the Agent of the commencement of any contest or similar proceeding hereunder. Notwithstanding the foregoing, policies and procedures as are necessary the Borrower shall cause the Property Owner promptly to comply with any contested legal requirement, and compliance therewith shall not be deferred, if the Patriot Act and shall promptly advise Agent Property Owner or the Mezzanine Mortgagee may be subject to civil or criminal charges or damages as a result thereof or such noncompliance might place the Mezzanine Property or any part thereof in writing in danger of being forfeited, lost or closed. If such action or proceeding is terminated or discontinued adversely to the event that Property Owner, then, the Borrower shall determine that any investors in shall, upon written demand, deliver to the Borrower are in violation Agent reasonable evidence of compliance by the Property Owner with such actcontested legal requirement.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and Guarantor will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except except, with respect to Guarantor where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Borrower or Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Borrower or Guarantor or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower and Guarantor shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower or Guarantor shall determine that any investors in the Borrower or Guarantor are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business to which it is conductedsubject, including all Environmental LawsLaws the noncompliance with which would have a material adverse affect on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole or the ability of any of the Borrower or its Subsidiaries to fulfill its obligations under this Credit Agreement or the other Loan Documents to which it is a party, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be boundbound the noncompliance with which would have a material adverse affect on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole or the ability of any of the Borrower or its Subsidiaries to fulfill its obligations under this Credit Agreement or the other Loan Documents to which it is a party, and (ivd) all applicable decrees, orders, and judgmentsjudgments the noncompliance with which would have a material adverse affect on the business, assets or financial condition of the Borrower and (v) all licenses and permits required Applicable Laws for the conduct of its business Subsidiaries taken as a whole or the ownership, use ability of any of the Borrower or operation of its properties, except where failure so Subsidiaries to comply with either clause (i) fulfill its obligations under this Credit Agreement or (v) would not result in the material non-compliance with the items described in such clausesother Loan Documents to which it is a party. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that any of the Borrower, any Guarantor Borrower or their respective its Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which it is a party, the BorrowerBorrower will, such Guarantor or (as the case may be) will cause such Subsidiary will promptly to, immediately take or cause to be taken all reasonable steps necessary within its power to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required by Applicable Laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia), (c), (d) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all truth in lending, real estate settlement procedures and Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i), (iii), (iv) or (v) would not result in the material non-compliance with the items described in such clausesclausescould not reasonably be expected to result in a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor the Guarantors or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Borrowers and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except except: (A) with respect to Borrowers and Guarantors, where a failure to so comply with any of clauses (ii), (iii) and (iv) could not reasonably be expected to have a Material Adverse Effect, (B) with respect to Guarantors, where a failure to so comply with either clause (i) or (v) could not reasonably be expected to have a Material Adverse Effect, and (C) with respect to Borrowers, where a failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseslaws, regulations, licenses or permits. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the BorrowerBorrowers, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the BorrowerBorrowers, such Guarantor the Guarantors or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower Borrowers and Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower Borrowers or Guarantors shall determine that any investors in the Borrower Borrowers or Guarantors are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will cause the Operators of the Unencumbered Pool Properties Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement) with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective the other Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with with: (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and ERISA, (ii) the provisions of its corporate charter, partnership agreementbylaws, limited liability company agreement or declaration of trust, as the case may be, agreements and other charter documents and bylawsdocuments, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or though (v) would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrower or their respective Subsidiaries the other Credit Parties may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary other Credit Parties will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing would not reasonably be expected to have a Material Adverse Effect. The Borrower From and after the date that is thirty (30) days after the Closing Date (or such later date as the Agent shall develop reasonable agree to) the Credit Parties shall maintain in effect and implement such programs, enforce policies and procedures as are necessary reasonably designed to comply promote and achieve compliance with the Patriot Act Anti-Corruption Laws and shall promptly advise Agent applicable Sanctions by the Credit Parties, their Subsidiaries, their respective directors, officers, employees, Affiliates and agents and representatives that will act in writing any capacity in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actconnection with or benefit from this Agreement.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Each of Holdings and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws the noncompliance with which would have a material adverse affect on the business, assets or financial condition of Holdings, the Borrower and their Subsidiaries considered as a whole or the ability of Holdings or the Borrower or any of their Subsidiaries to fulfill its obligations under this Credit Agreement or the other Loan Documents to which such Person is a party, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, including, without limitation, all leases and Franchise Agreements, the noncompliance with which could have a material adverse effect on the business, assets or financial condition of Holdings, the Borrower and their Subsidiaries considered as a whole or the ability of Holdings or the Borrower or any of their Subsidiaries to fulfill its obligations under this Credit Agreement or the other Loan Documents to which such Person is a party, and (ivd) all applicable decrees, orders, and judgmentsjudgments the noncompliance with which could have a material adverse affect on the business, assets or financial condition of Holdings, the Borrower and (v) all licenses and permits required Applicable Laws for the conduct of its business their Subsidiaries considered as a whole or the ownership, use ability of Holdings or operation the Borrower or any of their Subsidiaries to fulfill its properties, except where failure so obligations under this Credit Agreement or the other Loan Documents to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in which such clausesPerson is a party. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Holdings, the Borrower, Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which such Person is a party, Holdings or the BorrowerBorrower will, such Guarantor or (as the case may be) will cause such Subsidiary will promptly to, immediately take or cause to be taken all reasonable steps necessary within the power of such Person to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Borrowers and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, and will cause the Operators of the Pool Properties Real Estate to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, in all material respects, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the any Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the such Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. The Each Borrower shall, and shall cause each of its Subsidiaries to, develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Administrative Agent in writing in the event that the such Borrower shall determine that any investors in the such Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Subsidiary Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Borrower or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Subsidiary Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower and the Subsidiary Guarantors shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willshall, and will shall cause each of other Loan Party and their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable applicable laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so to comply with either clause any of clauses (i) or through (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor Loan Parties or their respective Subsidiaries may fulfill any of its obligations hereunder, the BorrowerBorrower shall, such Guarantor and shall cause each other Loan Party or such Subsidiary will promptly to immediately take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall, and shall cause each other Loan Party to, develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws, and shall promptly advise the Agent in writing in the event that the Borrower Loan Parties shall determine that any investors in the Borrower Loan Parties are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties Borrowing Base Assets to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (ia) or (ve) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Unencumbered Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all truth in lending, real estate settlement procedures and Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i), (iii), (iv) or (v) would could not reasonably be expected to result in the material non-compliance with the items described in such clausesa Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor the Guarantors or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actAct.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willGuarantor will comply with, and Crescent OP will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its certificate of formation, operating agreement, corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments (other than the Loan Documents) to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, and (vi) all ground leases of Property with respect to which the Borrower or a Subsidiary Guarantor is the lessee, except where when a failure to so to comply with either clause the foregoing (i) or - (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If at any time while any Loan, Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans hereunder or the Agent has any obligation to issue any Letters of Credit hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Borrower or the Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Borrower or the Guarantor or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actlicense.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required by Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, ; provided however that Subsidiaries of the Borrower that are not Subsidiary Guarantors shall comply with all applicable Healthcare Laws except where such failure so has not had and could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Guarantors will use commercially reasonable efforts to cause each Operator of the Borrowing Base Properties to comply in all material respects with either clause (ia) all Applicable Laws now or hereafter in effect with respect to such Borrowing Base Properties or the business conducted thereon, including all Environmental Laws, (vb) would not all applicable decrees, orders, and judgments relating to such Borrowing Base Properties, and (c) all licenses and permits required by Applicable Laws for the conduct of its business or the ownership, use or operation of its properties. Borrower will take commercially reasonable steps to prevent any illegal activities at the Borrowing Base Properties, including those that could endanger residents or visitors or result in the material non-compliance with the items described in such clausesa forfeiture of a Borrowing Base Property. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and Each of the Guarantors Borrowers will, and will take commercially reasonable efforts to cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business Business is conducted, including all Environmental LawsLaws the noncompliance with which would have a material adverse affect on the business, assets or financial condition of the Borrowers considered as a whole or the ability of any of the Borrowers to fulfill its obligations under this Credit Agreement or the other Loan Documents to which such Person is a party, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, the noncompliance with which could have a material adverse effect on the business, assets or financial condition of the Borrowers considered as a whole or the ability of any of the Borrowers or the Guarantors to fulfill its obligations under this Credit Agreement or the other Loan Documents to which such Person is a party, and (ivd) all applicable decrees, orders, and judgmentsjudgments the noncompliance with which could have a material adverse effect on the business, and (v) all licenses and permits required Applicable Laws for assets or financial condition of the conduct of its business Borrowers considered as a whole or the ownership, use ability of any of the Borrowers or operation of its properties, except where failure so the Guarantors to comply with either clause (i) fulfill their obligations under this Credit Agreement or (v) would not result in the material non-compliance with the items described in other Loan Documents to which such clausesPerson is a party. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that any of the Borrower, any Guarantor Borrowers or their respective Subsidiaries the Guarantors may fulfill any of its obligations hereunder, hereunder or any of the Borrowerother Loan Documents to which such Person is a party, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of such Person to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.