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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willwill comply, and will cause each of their respective Subsidiaries toOwner to comply, comply in all respects with (ia) all applicable laws and regulations now or hereafter in effect wherever its their business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charterall applicable operating agreements, 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 Borrower or Owner is a party or by which it Borrower or Owner or any of its Borrower’s or Owner’s properties may be boundbound including the Basic Agreements and any leases, (ivd) all applicable decrees, orders, and judgments, and (ve) all licenses and permits required by applicable laws and regulations for the conduct of its Owner’s and Borrower’s business or the ownership, use or operation of its Owner’s and Borrower’s properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. 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, the Guarantors Borrower or their respective Subsidiaries Owner may fulfill or be in compliance with any of its obligations hereunderhereunder or under any of the Loan Documents, the Borrower, the Guarantors or such Subsidiary Borrower will immediately promptly take or cause to be taken all reasonable steps necessary within the power of Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Lender with evidence thereof.

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Each Borrower will, and the Guarantors willwill cause each Guarantor to, comply with, and will cause each of their respective Subsidiaries to, to comply in all respects with (ia) all 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. If at any time while any Loan or Note is outstanding or the Lenders have any obligation to make Loans hereunder, any Permit shall become necessary or required in order that any Borrower or any Guarantor may fulfill any of its obligations hereunder or under any other Loan Document to which it is a party, the Borrowers and the Guarantors will immediately take or cause to be taken all reasonable steps within the power of the Borrowers or the Guarantors, as applicable, to obtain such Permit and furnish the Administrative Agent with evidence thereof. The Borrowers will, and (v) will cause each Guarantor and each Subsidiary to, obtain and maintain in effect all licenses licenses, certificates, permits, franchises and permits required by applicable laws and regulations for other governmental authorizations necessary to the ownership of their respective properties or to the conduct of its business 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 other governmental authorizations could not, individually or in the ownershipaggregate, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could 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, the Guarantors or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, the Guarantors or such Subsidiary Borrower will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (i) all 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; PROVIDED, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownershipHOWEVER, use or operation of its properties, except where that a failure to do so comply with any shall not be deemed a Default or an Event of clauses (i) through (v) could Default to the extent that it would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole. If at any time while any Loan or Note is outstanding or either Bank has 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, the Guarantors or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, the Guarantors or such Subsidiary Borrower will 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.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries 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), to which it may be subject, noncompliance with which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of 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, non-compliance with which would reasonably be expected to have a materially adverse effect on the business, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply non-compliance with any of clauses (i) through (v) could not which would reasonably be expected to have a Material Adverse Effectmaterially adverse effect on the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole. 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, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill its obligations hereunder or any of its obligations hereunder, the Borrower, other Loan Documents to which the Guarantors Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereoflicense.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of the Guarantors and their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could would not reasonably be expected to have a Material Adverse Effect. If any material 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, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors such Guarantor or such Subsidiary will immediately 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. 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 Borrower shall determine that any investors in Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willCompany will comply, and will cause each of their respective Subsidiaries toGuarantor and all Related Companies to comply, 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 charterall applicable partnership agreements, 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 Real Estate Assets may be boundbound including Ground Leases, and (ivd) all applicable decrees, orders, and judgments, and judgments except (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure with respect to so comply with any of clauses (ia) through (vd) could above) to the extent such non-compliance would not reasonably be expected to have a Material Adverse Effect. If at any authorization, consent, approval, time any permit or license authorization from any officer, agency or instrumentality of any government governmental Person shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective Subsidiaries any Guarantor may fulfill or be in compliance with any of its obligations hereunderhereunder or under any of the Loan Documents, the Borrower, the Guarantors or such Subsidiary Borrower will 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 with evidence thereof.

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, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors such Guarantor or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. 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 Borrower shall determine that any investors in 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 its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations except for the conduct of its business or the ownership, use or operation of its properties, except where a any failure to so comply with any of the matters described in the foregoing clauses (ia), (c) through and (vd) could which is not reasonably be expected to have result in a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Borrower and its Subsidiaries taken as a whole. 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, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents or any of the Guarantors Acquisition Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereofthereof if the failure to obtain such authorization, consent, approval, permit or license could reasonably be expected to have a material adverse effect upon the business or financial condition of the Borrower and its Subsidiaries taken as a whole.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willCompany will comply, and will cause each of their respective Subsidiaries toGuarantor and all Related Companies to comply, 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 charterall applicable partnership agreements, 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 Real Estate Assets may be boundbound including Ground Leases, and (ivd) all applicable decrees, orders, and judgments, and except (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure with respect to so comply with any of clauses (ia) through (vd) could above) to the extent such non-compliance would not reasonably be expected to have a Material Adverse Effect. If at any authorization, consent, approval, time any permit or license authorization from any officer, agency or instrumentality of any government governmental Person shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective Subsidiaries any Guarantor may fulfill or be in compliance with any of its obligations hereunderhereunder or under any of the Loan Documents, the Borrower, the Guarantors or such Subsidiary Borrower will immediately take or cause to be taken all reasonable steps necessary within the power of Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of the Guarantors and their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors such Guarantor or such Subsidiary will immediately 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. 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 Borrower shall determine that any investors in Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willCompany will comply, and will cause each of their respective Subsidiaries toGuarantor and all Related Companies to comply, 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 charterall applicable partnership agreements, 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 Real Estate Assets may be boundbound including Ground Leases, and (ivd) all applicable decrees, orders, and judgments, and judgments except (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure with respect to so comply with any of clauses (ia) through (vd) could above) to the extent such non-compliance would not reasonably be expected to have a Material Adverse Effect. If at any authorization, consent, approval, time any permit or license authorization from any officer, agency or instrumentality of any government governmental Person shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective Subsidiaries any Guarantor may fulfill or be in compliance with any of its obligations hereunderhereunder or under any of the Loan Documents or under any of the Collateral Documents, the Borrower, the Guarantors or such Subsidiary Borrower will 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 with evidence thereof.

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgmentsjudgments except, and other than in the case of clause (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownershipb), use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could such noncompliance 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 or any central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which the Guarantors Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws (or equivalent constitutive documents), (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgments, in each case if noncompliance with which would have a material adverse effect on the business, assets or financial condition of the Borrower and (v) all licenses and permits required by applicable laws and regulations for its Subsidiaries, taken as a whole, or on the conduct ability of the Borrower to fulfill its business obligations under this Credit Agreement or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effectthe other Loan Documents. 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, the Guarantors or their respective Subsidiaries Borrower may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Borrower is a party, the BorrowerBorrower will, or (as the Guarantors or case may be) will cause such Subsidiary will to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willeach Restricted Subsidiary swill comply, and will use good faith efforts to cause each the lessees to comply in the case of their respective Subsidiaries tothe Eligible Assets, comply in all respects with (i) all applicable laws 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 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 a the failure to so comply with any of clauses (i) through (v) could would not reasonably 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, the Guarantors or their respective Restricted Subsidiaries may fulfill any of its their respective obligations hereunderhereunder or under the other Loan Documents, Borrower and the Borrower, the Guarantors or such Subsidiary Restricted Subsidiaries will immediately promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. Borrower and its Subsidiaries will maintain in effect and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and will comply, or to the Guarantors willextent an obligation of Ultra LGS under the Ultra Lease, and will use good faith efforts to cause each of their respective Subsidiaries to, Ultra LGS to comply in all respects with (i) all applicable laws laws, ordinances, regulations and regulations requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as Organizational Documents and the case may be, and other charter documents and bylawsEquity Investors Agreement, (iii) the Ultra Lease and all mortgages, indentures, contracts, agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except in each case where a the failure to so comply with any of clauses (i) through (v) could would not reasonably 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 the Borrower, the Guarantors or their respective Subsidiaries Borrower may fulfill any of its obligations hereunderhereunder or under the other Loan Documents, the Borrower, the Guarantors or such Subsidiary Borrower will immediately promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. For avoidance of doubt, the granting by Borrower of any approvals, waivers or consents under the Ultra Lease shall not violate the terms of this §7.10 so long as the requirements of §8.13 are not breached.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, (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, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents or any of the Guarantors Acquisition Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof.

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willeach Restricted Subsidiary swill comply, and will use good faith efforts to cause each the lessees to comply in the case of their respective Subsidiaries tothe Eligible Assets, comply in all respects with (i) all applicable laws 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 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 a the failure to so comply with any of clauses (i) through (v) could would not reasonably 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, the Guarantors or their respective Restricted Subsidiaries may fulfill any of its their respective obligations hereunderhereunder or under the other Loan Documents, Borrower and the Borrower, the Guarantors or such Subsidiary Restricted Subsidiaries will immediately promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

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

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (i) all 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 by applicable laws and 57 regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors such Guarantor or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. 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 willGuarantor will comply with, and Crescent OP will cause each of their respective its Subsidiaries to, 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 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 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 comply with any of clauses the foregoing (i) through - (v) could not reasonably 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, Borrower or the Guarantors or their respective Subsidiaries Guarantor may fulfill any of its obligations hereunder, the Borrower, Borrower or the Guarantors or such Subsidiary Guarantor will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereoflicense.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Each of the Guarantor and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, within five (ii5) days following the Guarantor's, the Borrower's or such Subsidiary's becoming aware thereof, except where the failure to do so would not have a materially adverse effect on the financial condition, properties or business of the Guarantor, the Borrower or any of their Subsidiaries, (b) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable final and non-appealable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the BorrowerGuarantor, the Guarantors Borrower or any of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Guarantor, the Borrower, the Guarantors Borrower or such Subsidiary is a party, the Guarantor or the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Guarantor, 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. 8.11.

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Each of the Guarantor and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, within five (ii5) days following the Guarantor's, the Borrower's or such Subsidiary's becoming aware thereof, except where the failure to do so would not have a materially adverse effect on the financial condition, properties or business of the Guarantor, the Borrower or any of their Subsidiaries, (b) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable final and non-appealable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the BorrowerGuarantor, the Guarantors Borrower or any of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Guarantor, the Borrower, the Guarantors Borrower or such Subsidiary is a party, the Guarantor or the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Guarantor, the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries the Guarantors to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Americans with Disabilities Act of 1990, as amended, (iib) the provisions of its corporate charterpartnership documents, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, as applicable, (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 would have a material adverse effect on the Borrower or any of the Guarantors, as applicable and (ivd) all applicable final decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business . If at any time while any Loan or any Note is outstanding or the ownershipLenders have any obligation to make Loans hereunder, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any of the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the BorrowerBorrower will, and will cause the Guarantors or such Subsidiary will to, 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 with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries its subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, (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, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which the Guarantors Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgmentsjudgments except, and other than in the case of clause (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownershipb), use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could such noncompliance 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 or any central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which the Guarantors Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such 48 -41- authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors Guarantor will, and will cause each of their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could 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, the Guarantors Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors Guarantor or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (i) all 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 by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure so to so comply with any of clauses either clause (i), (iii), (iv) through or (v) could not reasonably be expected to have 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, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors or such Subsidiary will immediately promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent 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.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including ERISA and all Environmental Laws, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect, (iib) the provisions of its corporate chartercharter documents, partnership operating agreement, limited liability company agreement articles or declaration of trust, as the case may be, organization 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, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could such noncompliance 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, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its their obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which the Guarantors Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Bank with evidence thereof.

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

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors Borrowers will, and will cause each of their respective Subsidiaries to, comply in all respects with (ia) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ivd) all applicable decrees, orders, and judgmentsjudgments except, and other than in the case of clause (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownershipb), use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could such noncompliance 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 or any central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, the Guarantors Borrowers or any of their respective Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, the Guarantors other Loan Documents to which such Borrower or such Subsidiary is a party, such Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of such Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The ------------------------------------------------------ Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, comply in all respects with (i) all the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where the failure to so comply would not be expected to have a materially adverse effect upon the business, assets or financial conditions of the Borrower and its Subsidiaries on a consolidated basis, (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, except where the failure to so comply could not reasonably be expected to have a materially adverse effect upon the business, assets or financial conditions of the Borrower and its Subsidiaries on a consolidated basis, and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors Borrower or their respective any of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which the Guarantors Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Each of the Parent and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, comply in all respects with (i) all 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 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 PROVIDED, that in each case, such compliance shall be required by applicable laws this Term Loan Agreement only where noncompliance with Sections 7.9(i)-(iv) would have a material adverse effect on the business, assets, operations or financial condition of the Borrower and regulations for the conduct of its business Guarantors (taken as a whole), or the ownership, use ability of either the Parent or operation of the Borrower to fulfill its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effectobligations under this Term Loan Agreement or the other Loan Documents. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government or any central bank or other fiscal or monetary authority shall become necessary or required in order that the BorrowerParent, the Guarantors Borrower or any of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Parent, the Borrower, the Guarantors Borrower or such Subsidiary is a party, the Parent and the Borrower will, or (as the case may be) will immediately cause such Subsidiary to, promptly take or cause to be taken all reasonable steps necessary within the power of the Parent, the Borrower or such 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.