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Each Borrower and Guarantor shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, all Health Care Laws and all Environmental Laws where the failure to so comply has or could reasonably be expected to have a Material Adverse Effect.

Each Borrowerof the Borrowers will, and Guarantor shall, and shallwill cause any Subsidiaryits Subsidiaries to, at all times, comply in all material respects with all material laws, rules, regulations, licenses, approvals, ordersregulations and other Permitsorders, and all applicable material restrictions imposed by all Governmental Authorities, applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, all Health Careits property (including, without limitation, Environmental Laws and all Environmental Laws where the failure to so comply has or could reasonably be expected to have a Material Adverse Effect.ERISA).

Each

Section # Compliance with Laws. Such Borrower will comply, and Guarantor shall, and shallwill cause anyeach Subsidiary to, at all times, complyof such Borrower to comply, in all material respects with all applicable laws, ordinances, rules, regulations, licenses, approvals, ordersregulations and other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, all Health Caregovernmental authorities (including, without limitation, Environmental Laws and all Environmental LawsERISA and the rules and regulations thereunder), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or except where the failure to so comply has or could not reasonably be expected to have a Material Adverse Effect.Effect with respect to such Borrower.

Each

Compliance with Laws. Borrower will, and Guarantor shall, and shallwill cause any Subsidiaryeach of its Subsidiaries to, at all times, comply in all material respects with all laws, rules,applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, licenses, approvals, orders and other Permits applicablerestrictions relating to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, all Health Care LawsLaws, Anti-Corruption Laws, and all Environmental Laws whereenvironmental standards and controls), except such noncompliance as could not, either individually or in the failure to so comply has or couldaggregate, reasonably be expected to have a Material Adverse Effect.

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