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

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

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

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms Each of the Leases, Credit Parties will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable the applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including including, without limitation all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsGoverning Documents, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, and (iv) all applicable decrees, orders, and judgments, and (vprovided, that in each case, such compliance shall be required by this Agreement only where noncompliance with this Section 6.09(a)(i)-(iv) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where would result in a Material Adverse Effect; provided that such failure so to comply with shall be deemed to be (without limitation) a Material Adverse Effect if the failure to comply either clause (ix) materially and adversely affects the enforceability of Receivables in an aggregate amount of more than $300,000 or (vy) would not result results in the material non-compliance with the items described in a prolonged systemic violation of Requirements of Law such clausesthat all Receivables created thereunder during such period are rendered unenforceable. If any authorization, consent, approval, permit or license from any officer, agency Governmental Authority or instrumentality of any government central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Credit Party may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which such Credit Party is a party or to conduct its business in any jurisdiction, the Borrower, such Guarantor or such Subsidiary each Credit Party will promptly take or cause to be taken all reasonable steps necessary within the power of such Credit Party to obtain such authorization, consent, approval, permit or license license, and upon request of the Administrative Agent, to furnish the Administrative Agent and the Term Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willTrust will comply with, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conductedconducted that are material in any respect to the operation of their respective businesses in the ordinary course and consistent with past practices, including including, without limitation, all such Environmental LawsLaws and all such applicable federal and state securities laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trustcorporate charter 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 Assets and the Leases) and (d) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business . If at any time while any Loan or Note or other Obligations is outstanding or the ownershipLenders have any obligation to make Loans or issue Letters of Credit hereunder, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and the Trust and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or the Trust, as applicable, to obtain such authorization, consent, approval, permit or license Permit and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and the Guarantors will cause BPI to (and BPI will), comply with, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including including, without limitation, all Environmental LawsLaws and all applicable federal and state securities laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, corporate charter and other charter documents and bylawsby-laws, as applicable, (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 Assets and the Leases) and (d) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material unless such non-compliance with the items described in such clausesconstitutes a Non-Material Breach. If at any authorizationtime while any Loan or Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and BPI and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or BPI, as applicable, to obtain such authorization, consent, approval, permit or license Permit 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 Each of Holdings and the Guarantors Company will, and the Company will cause each of their respective the Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Holdings, the Borrower, any Guarantor 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, such Guarantor Company or such Subsidiary is a party, Holdings or the Company, as the case may be, will, or the Company will promptly 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. The Borrower shall develop Without limiting the foregoing, each of Holdings and implement 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 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 actapprovals would not have a Materially Adverse Effect.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and Each of the Guarantors Borrowers will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws and the Fair Labor Standards Act, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or including insurance policies by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that any of the Borrower, any Guarantor Borrowers or their respective Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which such Guarantor Borrower or such Subsidiary is a party, such Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of such Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop Without limiting the foregoing, each of the Borrowers will, and implement such programswill cause each of its Subsidiaries to, policies obtain any and procedures as are all approvals by any federal, state, provincial or local liquor authority necessary to comply for the continued operation at all times of any Unit operated by any of the Borrowers or their Subsidiaries 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 actfull liquor service.

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, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that SRI, the Borrower, Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which SRI, the Borrower, such Guarantor Borrower or such Subsidiary is a party, SRI and the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of 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. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with which would reasonably be expected to have a materially adverse effect on the items described in such clausesbusiness, 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, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill its obligations hereunder or any of its obligations hereunder, the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such actlicense.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to and the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties REIT 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 to comply with either clause any of clauses (i) or through (v) would has not result in the material non-compliance with the items described in such clauseshad 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, any Guarantor Borrower or their respective its Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental 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 (v) all licenses and permits required Applicable Laws for other than in the conduct case of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) b), where such noncompliance would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government or any central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental 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 Applicable Laws 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 any of the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clausesother 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, any Guarantor 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, such Guarantor or (as the case may be) will cause such Subsidiary will promptly to, immediately take or cause to be taken all reasonable steps necessary within the power of 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. 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 will, and the Guarantors willwill cause BPI to, comply with, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including including, without limitation, all Environmental LawsLaws and all applicable federal and state securities laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, corporate charter and other charter documents and bylawsby-laws, as applicable, (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 Assets and the Leases) and (d) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material unless such non-compliance with the items described in such clausesconstitutes a Non-Material Breach. If at any authorizationtime while any Loan or Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and BPI and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or BPI, as applicable, to obtain such authorization, consent, approval, permit or license Permit 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 willwill comply, and will cause each of their respective Subsidiaries to, and, or to the extent permitted by an obligation of Ultra LGS under the terms of the LeasesUltra Lease, will use good faith efforts to cause the Operators of the Pool Properties to, Ultra LGS to comply in all respects with (i) all Applicable Laws applicable laws, ordinances, regulations and regulations requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as 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 Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except in each case where the failure to so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If at any time while any Loan or Note is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunderhereunder or under the other Loan Documents, the Borrower, such Guarantor or such Subsidiary Borrower will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The For avoidance of doubt, the granting by Borrower of any approvals, waivers or consents under the Ultra Lease shall develop and implement such programs, policies and procedures not violate the terms of this §7.10 so long as the requirements of §8.13 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 actnot breached.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, unless the failure to so comply would not have a material adverse effect on the business, assets or financial condition of the Borrower or such Subsidiary, (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, unless the failure to so comply would not have a material adverse effect on the business, assets or financial condition of the Borrower or such Subsidiary and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for unless the conduct of its business or the ownership, use or operation of its properties, except where failure to so to comply with either clause (i) or (v) would not result in have a material adverse effect on the material non-compliance with business, assets or financial condition of the items described in Borrower or such clausesSubsidiary. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and the Guarantors will cause BPI to (and BPI will), comply with, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable 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 corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, corporate charter and other charter documents and bylawsby-laws, as applicable, (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 Assets and the Leases) and (d) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material unless such non-compliance with the items described in such clausesconstitutes a Non-Material Breach. If at any authorizationtime while any Loan or Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and BPI and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or BPI, as applicable, to obtain such authorization, consent, approval, permit or license Permit and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. (a) The Borrower and the Guarantors Parent will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where the failure so to comply with either clause (i) or (v) would could not result in the material non-compliance with the items described in such clausesreasonably be expected to 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, Parent or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Parent or such Subsidiary is a party, the Parent will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Parent or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, judgments except where failure so such noncompliance could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors willwill comply with, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable material laws and regulations now or hereafter in effect wherever its business is conducted, including all applicable Environmental LawsLaws in all material respects, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, charter and other charter documents and bylawsby-laws, (iiic) all material agreements and material 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 for violations which, and (v) all licenses and permits required Applicable Laws for in the conduct of its business or aggregate, do not have a material adverse effect on the ownershipbusiness, use or operation of its operations, properties, except where failure so to comply with either clause (i) assets, or (v) would not result in financial condition of the material non-compliance with the items described in such clausesBorrower and its Subsidiaries. If at any time while any Liability is Outstanding, any material authorization, consent, approval, permit or license from any officer, agency or instrumentality instru mentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly 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 Lender with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties its subsidiaries to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower Holding Company and the Guarantors will, Borrower will comply with and the Borrower will cause each of their respective its Subsidiaries to, and, to comply with: (a) the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (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 Applicable Laws for the conduct of its business above where such noncompliance does not have or the ownership, use or operation of its properties, except where failure so could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave 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 Holding Company, the Borrower or any of the Borrower, any Guarantor or their respective '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, such Guarantor the Borrower will, or (as the case may be) will cause such Subsidiary will 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. 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 each of the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws 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 Applicable Laws for except where the conduct of its business failure to comply would not reasonably be expected to have a material adverse effect on the Vessel or the ownershipbusiness, use assets or operation financial condition of Xxxxx and its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clausesRestricted 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, any Guarantor Borrower or their respective Subsidiaries the Guarantors may fulfill any of its their obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and the Guarantors will promptly 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. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where the 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 in all material respects, (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 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where the failure to so comply could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, promptly 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 Lender 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 willCompany will comply, and will cause each of their respective Subsidiaries to, and, or to the extent permitted by an obligation of Ultra LGS under the terms of the LeasesUltra Lease, will use good faith efforts to cause the Operators of the Pool Properties to, Ultra LGS to comply in all respects with (i) all Applicable Laws applicable laws, ordinances, regulations and regulations requirements now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as 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 Applicable Laws by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except in each case where the failure to so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If at any time while any Note is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Company may fulfill any of its obligations hereunderhereunder or under the other Note Documents, the Borrower, such Guarantor or such Subsidiary Company will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent Purchasers and the Lenders Collateral Agent with evidence thereof. The Borrower For avoidance of doubt, the granting by the Company of any approvals, waivers or consents under the Ultra Lease shall develop and implement such programs, policies and procedures not violate the terms of this Section 9.10 so long as the requirements of Section 10.13 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 actnot breached.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and Each of the Guarantors Borrowers will, and will cause each of their respective the Designated Subsidiaries to, and, (a) comply with (unless failure to so comply would not have a materially adverse effect on the extent permitted by the terms business or financial condition of the Leases, will cause Borrowers and the Operators of the Pool Properties to, comply in all respects with Designated Subsidiaries considered as a whole) (i) all Applicable Laws the 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, bound and (iviii) all applicable decrees, orders, and judgments, and (vb) all licenses and permits required Applicable Laws for comply with the conduct provisions of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material noncharter documents and by-compliance with the items described in such clauseslaws. If any applicable authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunderhereunder or under any of the other Loan Documents to which any Borrower is a party, the Borrower, such Guarantor or such Subsidiary Borrowers will promptly take or cause to be taken all reasonable steps necessary within the power of the Borrowers to obtain such authorization, consent, approval, permit or license and furnish the Agent, the Canadian 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 will, and the Guarantors willwill cause BPI to, comply with, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including including, without limitation, all Environmental LawsLaws and all applicable federal and state securities laws, (iib) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, corporate charter and other charter documents and bylawsby-laws, as applicable, (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 Assets and the Leases) and (d) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material unless such non-compliance with the items described in such clausesdoes not relate to BPLP or BPI and constitutes a Non-Material Breach. If at any authorizationtime while any Loan or Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and BPI and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or BPI, as applicable, to obtain such authorization, consent, approval, permit or license Permit 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 Except where the failure to comply would not have a material adverse effect on the business, operations, properties, assets, or financial condition of the Borrower and or the Guarantors willand their respective Subsidiaries, the Borrower will comply with, and will cause each of their respective Subsidiaries to, and, the foregoing Persons to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws and regulations applicable Legal Requirements 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 bylawsConstituent Documents, (iiic) all of such Person's Contractual Obligations, (d) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (ive) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business . If at any time while any Obligation is outstanding or the ownershipLenders have any obligation to make Warehousing Advances hereunder any Governmental Authorization or other third party consents, use approvals, or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government notifications shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorizationGovernmental Authorization or other third party consents, consentapprovals, approvalor notifications, 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 unless the failure to comply with do so would not have a material adverse affect on the Patriot Act and shall promptly advise Agent in writing in Borrower, any of the event that the Borrower shall determine that Guarantors or any investors in the Borrower are in violation of such acttheir respective Subsidiaries.

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, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conductedconducted that are material in any respect to the operation of their respective businesses in the ordinary course and consistent with past practices, including including, without limitation, all such Environmental LawsLaws and all such applicable federal and state securities laws, except where the 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 trustcorporate charter 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 boundbound (including the Real Estate Assets and the Leases), except where the 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 Applicable Laws for except where the conduct of its business failure to so comply could not reasonably be expected to have a Material Adverse Effect. If at any time while any Loan or Note or other Obligations is outstanding or the ownershipLenders have any obligation to make Loans or issue Letters of Credit hereunder, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and the Trust and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or the Trust, as applicable, to obtain such authorization, consent, approval, permit or license Permit 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 Parent and each of the Guarantors Borrowers will, and the Parent will cause each of their respective its other Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conductedconducted or its assets are owned or situated, 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 stock exchange or other applicable regulatory rules, (d) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (ive) all applicable decrees, orders, and judgments, and (vf) all licenses the rules and permits required Applicable Laws for the conduct requirements of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result any classification society in the material non-compliance with the items described in such clauseswhich any Vessel is classed. 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 BorrowerParent, the Borrower or any Guarantor or their respective of the Parent's other Subsidiaries may fulfill any of its obligations hereunder, the BorrowerParent and the Borrower will, or will cause such Guarantor or such other Subsidiary will promptly to, immediately take or cause to be taken all reasonable steps necessary within the power of such Person to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Each Borrower and the Guarantors will, will and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) by-laws and all agreements and instruments to which it is a party or by which it or any of its properties may be bound, ; and (ivii) all applicable laws and regulations (including Environmental Laws), decrees, orders, orders and judgments, and judgments (v"APPLICABLE LAWS") all licenses and permits required except where noncompliance with such Applicable Laws for would not have a material adverse effect in the conduct aggregate on the financial condition, properties or business of its business any Borrower or any Subsidiary. If at any time while any of the Obligations are outstanding or the ownershipAgent or any Lender has any obligation to make Loans or to issue Letters of Credit hereunder, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of such Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders each Lender 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 Each of the Parent and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Lawsenvironmental 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, PROVIDED, that in each case, such compliance shall be required by this Credit Agreement only where noncompliance with ss.ss.7.9(i)-(iv) would have a material adverse effect on the business, assets, operations or financial condition of the Borrower and the Guarantors (v) all licenses and permits required Applicable Laws for the conduct of its business taken as a whole), or the ownership, use ability of either the Parent or operation of the Borrower to fulfill its properties, except where failure so to comply with either clause (i) obligations under this Credit Agreement or (v) would not result in the material non-compliance with the items described in such clausesother 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 Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its their obligations hereunderhereunder or any of the other Loan Documents to which the Parent, the Borrower, such Guarantor Borrower or such Subsidiary is a party, the Parent and the Borrower will, or (as the case may be) will 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. 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 willwill comply with, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (iib) the provisions of its their corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, charters and other charter documents and bylawsby-laws, (iiic) all agreements and instruments to which it such Person is a party or by which it such Person or any of its such Person's properties may be bound, bound and (ivd) all applicable decrees, orders, and judgmentsjudgments except for violations which, in the aggregate, do not have a material adverse effect on the business, operations, properties, assets, or financial condition of the Borrower and (v) all licenses and permits required Applicable Laws for the conduct of its business Subsidiaries. If at any time while any Liability is Outstanding or the ownershipLender has any obligation to make Loans hereunder, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly 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 Lender 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 ------------------------------------------------------ Parent and the Guarantors Borrower will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, bound and (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for judgments except to the conduct of its business or the ownership, use or operation of its properties, except where extent any such failure so to comply with either clause (i) does not have a material adverse effect on the business, assets or (v) would not result in financial condition of the material non-compliance with Parent, the items described in such clausesBorrower and their respective Subsidiaries. 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, Parent and the Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Parent, the Borrower, such Guarantor Borrower or such Subsidiary is a party, the Parent or the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of such person to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors REIT will, and will cause each of their respective its Subsidiaries to, and, to and the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties REIT 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 to comply with either clause any of clauses (i) or through (v) would has not result in the material non-compliance with the items described in such clauseshad 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, any Guarantor Borrower or their respective its Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor Borrower or such Subsidiary will promptly immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. 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 Each of the Parent and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and 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, PROVIDED, that in each case, such compliance shall be required by 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 the Guarantors (v) all licenses and permits required Applicable Laws for the conduct of its business taken as a whole), or the ownership, use ability of either the Parent or operation of the Borrower to fulfill its properties, except where failure so to comply with either clause (i) obligations under this Term Loan Agreement or (v) would not result in the material non-compliance with the items described in such clausesother 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 Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Parent, the Borrower, such Guarantor Borrower or such Subsidiary is a party, the Parent and the Borrower will, or (as the case may be) will 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. 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 Borrowers will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws 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 (v) all licenses and permits required Applicable Laws for other than in the conduct case of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) b), where such noncompliance would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government or any central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, Borrowers or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which such Guarantor Borrower or such Subsidiary is a party, such Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of 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. 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 Each of the Guarantors Borrowers will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, judgments except where failure so to comply with either clause (i) or (v) as would not result in the material non-compliance with the items described in such clauseshave a Materially 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 Borrower, any Guarantor Borrowers or their respective Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which such Guarantor Borrower or such Subsidiary is a party, such Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of such Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop Without limiting the foregoing, each of the Borrowers will, and implement will cause each of its 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 the Borrowers or their Subsidiaries with full liquor service unless the failure to obtain 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 actapprovals would not have a Materially Adverse Effect.

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, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conductedconducted that are material in any respect to the operation of their respective businesses in the ordinary course and consistent with past practices, including including, without limitation, all such Environmental LawsLaws and all such applicable federal and state securities laws, except where the 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 trustcorporate charter 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 boundbound (including the Real Estate Assets and the Leases), except where the 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where the failure to so comply could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If at any authorizationtime while any Loan or Note or other Obligations is outstanding, consent, approval, permit or license from any officer, agency or instrumentality of any government Permit shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower and the Trust and their respective Subsidiaries will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or the Trust, as applicable, to obtain such authorization, consent, approval, permit or license Permit and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The ----------------------------------------------------- Borrower and the Guarantors will, will and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) in all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) material respects with 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) by-laws and all agreements and instruments to which it is a party or by which it or any of its properties may be bound, ; and (ivii) with all applicable laws and regulations (including Environmental Laws), and decrees, orders, orders and judgments, and judgments (v) all licenses and permits required "Applicable Laws for the conduct of its business or the ownership, use or operation of its propertiesLaws"), except where failure so to comply noncompliance with either clause (i) such agreements, instruments or (v) Applicable Laws would not result have a material adverse effect in the material non-compliance with aggregate on the items described in such clausesfinancial condition, properties or business of the Borrower and its Subsidiaries taken as a whole. If at any time while any Note, any Loan, or any Letter of Credit is outstanding or the Lenders have any obligation to make Loans or the Managing Agent or the Issuing Lender has any obligation to issue, extend, or renew Letters of Credit hereunder, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries Borrower may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary Borrower will promptly immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except where any 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 any 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where any failure to so comply could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, promptly 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. 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 Each of the Guarantor and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the BorrowerGuarantor, the Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Guarantor, the Borrower, such Guarantor Borrower or such Subsidiary is a party, the Guarantor or the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the 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. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental LawsLaws except where the 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 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 the 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, judgments except where the failure to so comply could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) such noncompliance would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its their obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders Bank 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 Each of the Guarantor and the Guarantors Borrower will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the BorrowerGuarantor, the Borrower or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunderhereunder or any of the other Loan Documents to which the Guarantor, the Borrower, such Guarantor Borrower or such Subsidiary is a party, the Guarantor or the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the 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. 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 act8.11.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 (v) all licenses and permits required Applicable Laws for other than in the conduct case of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) b), where such noncompliance would not result in the material non-compliance with the items described in such clausesreasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government or any central bank or other fiscal or monetary authority shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such 48 -41- authorization, consent, approval, permit or license and furnish the Agent and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all material respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, judgments except where failure so as could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will 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. 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 Each of the Guarantors Borrowers will, and will cause each of their respective the Designated Subsidiaries to, and, (a) comply with (unless failure to so comply would not have a materially adverse effect on the extent permitted by the terms business or financial condition of the Leases, will cause Borrowers and the Operators of the Pool Properties to, comply in all respects with Designated Subsidiaries considered as a whole) (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (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 (iviii) all applicable decrees, orders, and judgments, and (vb) all licenses and permits required Applicable Laws for comply with the conduct provisions of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material noncharter documents and by-compliance with the items described in such clauseslaws. 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 either of the Borrower, any Guarantor or their respective Subsidiaries Borrowers may fulfill any of its obligations hereunderhereunder or under any of the other Loan Documents to which either of the Borrowers is a party, the Borrower, such Guarantor or such Subsidiary Borrowers will promptly take or cause to be taken all reasonable steps necessary within the power of the Borrowers 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 Holding Company and the Guarantors will, Borrower will comply with and the Borrower will cause each of their respective its Subsidiaries to, and, to comply with: (a) the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (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 Applicable Laws for the conduct of its business above where such noncompliance does not have or the ownership, use or operation of its properties, except where failure so could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave 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 Holding Company, the Borrower or any of the Borrower, any Guarantor or their respective ’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, such Guarantor the Borrower will, or (as the case may be) will cause such Subsidiary will 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. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylawsby-laws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties is or may be bound, except such agreements or instruments the noncompliance with which could not, with reasonable likelihood as determined by the Agents, result in a material adverse effect on the business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act7.11.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, judgments except where a failure to so comply could not reasonably be expected to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. 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 Each of the Guarantors Borrowers will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, except to the extent that the failure to do so would not 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, except to the extent that the failure to do so would not have a Material Adverse Effect, and (ivd) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for except to the conduct of its business or extent that the ownership, use or operation of its properties, except where failure to do so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauseshave 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 Borrower, Borrowers or any Guarantor or of their respective Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, other Loan Documents to which such Guarantor Borrower or such Subsidiary is a party, such Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of such Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof. The Borrower shall develop Without limiting the foregoing, each of the Borrowers will, and implement such programswill cause each of its Subsidiaries to, policies obtain any and procedures as are all approvals by any federal, state or local liquor authority necessary to comply for the continued operation at all times of any Unit operated by any of the Borrowers or their Subsidiaries 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 actfull liquor service.

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

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents or any of the Acquisition Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (ia) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

Compliance with Laws, Contracts, Licenses, and Permits. The ------------------------------------------------------ Borrower and the Guarantors will, and will cause each of their respective its Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws the applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, 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 Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, Borrower or any Guarantor or their respective of its Subsidiaries may fulfill any of its obligations hereunder, hereunder or any of the Borrower, such Guarantor other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will promptly cause such Subsidiary to, immediately take or cause to be taken all reasonable steps necessary within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent Agents and the Lenders Banks with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.