Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have since December 31, 2023 been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with all Applicable Laws and Data Protection Requirements, including, if and to the extent applicable, the Securities Act and the Exchange Act other than as would not, individually or without noticein the aggregate, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to Neither the Company or nor any Company Subsidiary is pending of its Subsidiaries has received any written or, to the knowledge Knowledge of the Company, threatened in writing against the Company or oral notification from a Governmental Authority of any Company Subsidiarymaterial non-compliance with any Applicable Laws, except for such investigations, reviews and audits the outcomes of whichwhich non-compliance would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries is in compliance, and since December 31, 2023, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and other Applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries is in default or violation of any (i) Law applicable to the Company or any of its Subsidiaries or (ii) Permits necessary for the Company and its Subsidiaries to carry on their respective businesses as now being conducted, except for any such defaults or violations that would not have a Company Material Adverse Effect. (d) The Company and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit the Company and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Laws as presently conducted (each, a “Required Permit”), other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.5(d) of the Company Disclosure Letter sets forth a complete and accurate list of each material Required Permit. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of The Sellers possess all authorizations, licenses, permits, certificates, variances, exemptionsLicenses, approvals, ordersauthorizations, registrations and clearances of any consents or filings with Governmental Entity (each, a “Permit”) Authorities necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted conduct of the Business (the “Company Permits”)) other than Permits that (a) are not customarily required to be obtained in connection with businesses having operations similar to those of the Business, (b) could, in the reasonable judgment of the Sellers, be obtained in the ordinary course of business after Closing through routine, administrative filings, and (ic) all such Company if not obtained, would not, individually or in the aggregate, materially and adversely affect the Buyer, the Assets or the Business. All material Permits issued to the Sellers are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary proceeding is pending or, to the knowledge Knowledge of the CompanySellers, threatened to revoke, withdraw or limit any such Permit. Except as set forth on Schedule 4.9, to the Knowledge of the Sellers, no outstanding material violations are or have been recorded in writing against respect of any material Permits. (b) The operation of the Company Business by the Sellers complies in all material respects with all Applicable Laws and the requirements and conditions of all Permits, including all applicable operating certificates and authorities, and all other rules, regulations, directives and policies of all Governmental Authorities having jurisdiction over the Business. There is no unresolved written notice from any Governmental Authority that the Assets or any Company Subsidiarythe operations of the Business are not being conducted in accordance with all Applicable Laws and orders and other requirements of Governmental Entities and Governmental Authorities having jurisdiction over either Seller and/or the Assets, except for such investigations, reviews and audits the outcomes of whichmatters that would not, individually or in the aggregate, would not have a Company Material Adverse Effectmaterially and adversely affect the Buyer, the Assets or the Business.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectEach of CGI, the Company Merger Sub and each Company other CGI Subsidiary is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (eachEntity, a “Permit”) including, without limitation, the FDA, the DEA and similar authorities in other jurisdictions, necessary for the Company and each Company Subsidiary it to own, lease and operate its properties or to store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently it is now being conducted (the “Company "CGI Permits”"), and (i) all such Company Permits are in full force and effectexcept where the failure to have, (ii) or the Company and the Company Subsidiaries aresuspension or cancellation of, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge any of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would CGI Permits could not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellationa CGI Material Adverse Effect, modificationand, termination as of the date of this Agreement, no suspension or revocation of, any such Company Permit, and (iv) neither the Company nor cancellation of any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary CGI Permits is pending or, to the knowledge of the CompanyCGI, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to have, reviews and audits or the outcomes suspension or cancellation of, any of whichthe CGI Permits could not reasonably be expected to have, individually or in the aggregate, would a CGI Material Adverse Effect. None of CGI, Merger Sub or any other CGI Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to CGI, Merger Sub or any other CGI Subsidiary or by which any property or asset of CGI, Merger Sub or any other CGI Subsidiary is bound or affected or (ii) any CGI Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not have reasonably be expected to have, individually or in the aggregate, a Company CGI Material Adverse Effect. (b) Except as disclosed in the CGI Reports or in Section 5.06(b) of the CGI Disclosure Schedule or as could not reasonably be expected to have, individually or in the aggregate, a CGI Material Adverse Effect: (i) to the knowledge of CGI, all of the clinical studies which have been, or are being, conducted by or for CGI and the CGI Subsidiaries are being conducted in substantial compliance with generally accepted good clinical practices and all applicable government regulatory requirements; and (ii) to the knowledge of CGI, none of CGI, the CGI Subsidiaries or any of their respective officers, employees or agents (during the term of such person's employment by CGI or any CGI Subsidiary or while acting as an agent of CGI or any CGI Subsidiary, or, to CGI's knowledge, prior to such employment) has made any untrue statement of a material fact or fraudulent statement to the FDA or any similar Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or similar Governmental Entity, or committed an act, made a statement or failed to make a statement that could reasonably be expected to provide a basis for the FDA or similar Governmental Entity to invoke its policy respecting "Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities" or similar governmental policy or Law.

Permits; Compliance with Laws. (a) Except as would not have a The Company Material Adverse Effect, and the Company and each Company Subsidiary is in possession of subsidiaries have (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each or any Company Subsidiary subsidiary to own, lease and operate its properties or to produce, store, distribute and assets, and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements and certifications from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate its businesses as the facility or facilities in the manner in which it or they are currently conducted operated and receive reimbursement for care provided to patients covered under the Federal Medicare program (the “Company Permits”"Medicare"), and any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) all such Company Permits are in full force and effect, (ii) collectively, the "Company and ------- Permits"), except where the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, failure to knowledge of the Company, no condition exists that, with or without noticehave, or lapse of time, the suspension or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation cancellation ------- of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revokePermits will not have, suspendindividually or in the aggregate, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance a Material Adverse Effect with all Laws applicable respect to the Company, and no suspension or cancellation of any of the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge of the Company, threatened in writing against threatened, except where the failure to have, or the suspension or cancellation of, any of the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichPermits will not have, individually or in the aggregate, would a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Schedule 4.14(a), all of the Company's facilities are certified for participation or enrollment in the Medicare program and the Medicaid programs for states in which the Company has facilities, have current and valid provider contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company subsidiary is in conflict with, or in default or violation of, (A) any law applicable to the Company or any Company subsidiary or by which any property or asset of the Company or any Company subsidiary is bound or affected or (B) any Company Permits, except in the case of clauses (A) and (B) for any such conflicts, defaults or violations that will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Neither the Company nor any Company subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent. Schedule 4.14(a) sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except, in the case of clauses (i) and (ii), any such Company Permit where such suspension or cancellation will not have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) The Company and each Company subsidiary, as appropriate, is an approved participating provider in and under all third party payment programs from which it receives revenues. No action or investigation is pending, or to the knowledge of the Company, threatened to suspend, limit, terminate, condition, or revoke the status of the Company or any Company subsidiary as a provider in any such program, and neither the Company nor any Company subsidiary has been provided written notice by any third party payor of its intention to suspend, limit, terminate, revoke, condition or fail to renew in whole or in part or decrease the amounts payable under any arrangement with the Company or such Company subsidiary as a provider, which action, investigation, proceeding, suspension, limitation, termination, revocation, conditioning or failure to renew will have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (c) Neither the Company nor any Company subsidiary is delinquent with respect to the filing of any claims, cost reports or annual filings required to be filed to secure payments for services rendered by them under any third-party payment program from which they receive or expect to receive revenues, including, without limitation, Medicare and Medicaid, except where such delinquency will not individually or in the aggregate have a Material Adverse Effect with respect to the Company. Except as indicated in its financial statements included in the SEC Filings, the Company or each Company subsidiary, as applicable, has paid, or caused to be paid, all refunds, discounts, adjustments, or amounts owing that have become due to such third party payors pursuant to such claims, reports or filings and, to the knowledge of the Company, there are no material changes required to be made to any cost reports, claims or filings made by it for any period or of any deficiency in any such claim, report, or filing, except for changes and deficiencies that in the aggregate will not have a Company Material Adverse EffectEffect with respect to the Company.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries (i) are in possession of all authorizations, licenses, permits, certificatesfranchises, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, registrations deviations, licenses and clearances certificates of any Governmental Entity Authority, and (eachii) have filed all tariffs, a “Permit”) reports, notices and other documents with any Governmental Authority necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their properties and assets, and to carry on and operate its their businesses as currently conducted (clauses (i) and (ii), collectively, the “Company Permits”), and (i) all such Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, (ii) or the suspension, modification or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company each of its Subsidiaries are, and have been since January 1, 2021, is in compliance with the terms and requirements of such all Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company its Subsidiaries has received any written notice from regarding a default or violation in respect of any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has beenPermits, and each currently is, except where the failure to be in compliance with all Laws applicable to the Company, the Company Subsidiaries has not had and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect reasonably be expected to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichhave, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) None of the Company or any of its Subsidiaries is, and since July 21, 2021 has not been, in conflict with, in default under or in violation of any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except for any such conflicts, defaults or violations that would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since July 21, 2021, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, any Law, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the . (b) No Group Company and each Company Subsidiary is in possession of all authorizationsdefault, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances breach or violation of any Governmental Entity Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (eachc) Each Group Company is in compliance in all material respects with applicable Law (including, a “Permit”) necessary for the Company and each Company Subsidiary to ownwithout limitation, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force any Laws applicable to its business and effect, (ii) any Laws related to the Company and protection of personal data). To the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatGroup Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright. (d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. (e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or without noticeany other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans. (f) Neither the Company, any of its Subsidiaries or lapse any director, officer or employee of timethe Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or bothany of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute a default underofficial or commercial bribery or an illegal kickback, or would reasonably be expected to result in, otherwise violate any suspension, cancellation, modification, termination or revocation of, any such Applicable Anti-Bribery Law. (g) The Company Permit, has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws. (ivh) neither Neither the Company nor any of its Subsidiaries nor, to the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each knowledge of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties any director, officer, employee, representative, agent or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company Subsidiary (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation. (i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse Effectwriting.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectParent, the Company Merger Sub and each Company other Parent Subsidiary is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and assets, and market its products or otherwise to carry on its business as it is now being conducted and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) agreements from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the Company facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Company Subsidiaries areMedicare program, and have been since January 1any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, 2021the "PARENT PERMITS"), in compliance with except where the terms and requirements of such Company Permitsfailure to have, (iii) or the Company and each Company Subsidiary is not in default undersuspension or cancellation of, and, to knowledge any of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would Parent Permits could not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellationa Parent Material Adverse Effect, modificationand, termination as of the date of this Agreement, no suspension or revocation of, any such Company Permit, and (iv) neither the Company nor cancellation of any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Parent Permits is pending or, to the knowledge of the CompanyParent, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to have, reviews and audits or the outcomes suspension or cancellation of, any of whichthe Parent Permits could not reasonably be expected to have, individually or in the aggregate, would not a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent's facilities are certified for participation or enrollment in the Medicare program, have a Company current and valid provider contract with the Medicare program and are in substantial compliance with the conditions of participation of such programs. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Purchaser nor any Purchaser Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, (i) the Company and each Company Subsidiary is are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, ordersproduct listings, registrations registrations, Orders and clearances of other authorizations, including any Governmental Entity (eachsupplements and amendments thereto, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) all such Company Permits are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iiiii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit that is material to the Company and the its Subsidiaries, taken as a whole. (b) The Company Subsidiaries and each Company Subsidiary are, and have been since January 1, 20212020, in compliance with the terms (i) all Laws and requirements of such (ii) all Company Permits, except where any failure to be in such compliance (iiiA) the Company has not had, and each Company Subsidiary is would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichto, individually or in the aggregate, would not have a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (c) Since January 1, 2020, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with any Laws or Company Permits.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectThe Company, the Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity (eachEntity, a “Permit”) necessary for the Company and Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) except where the Company failure to hold, or the failure to be in full force and the Company Subsidiaries areeffect of, and have been since January 1, 2021, in compliance with the terms and requirements of such any Company Permits, (iii) individually or in the Company aggregate, has not had and each Company Subsidiary is would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigationThe Company, review or audit by any Governmental Entity with respect each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary is pending or, to the knowledge of the Company, threatened VELCO is, or since January 1, 2008 has been, in writing against conflict with, default under or violation of any Law applicable to the Company or Company, any Company SubsidiarySubsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for such investigationsany conflicts, reviews and audits the outcomes of whichdefaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectThe Company, its Subsidiaries and, to Sellers’ Knowledge, the Company Company’s directors, officers and each Company Subsidiary is in possession key employees hold all material Permits (including approvals of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”Gaming Authority) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses conduct of the Business as currently conducted (the “Company Permits”)conducted, and (i) all such Company Permits are each of which is in full force and effect, (ii) the Company and the Company Subsidiaries are. The Business is, and have been since January 1, 20212013 has been, conducted in material compliance with applicable Law (including the terms and requirements Gaming Laws). The Company does not know of such Company Permitsany fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (iii13) the Company and each Company Subsidiary is not in default under, and, to knowledge months of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and Effective Date. (ivb) neither Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 has been, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written notice claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity threatening in the past three (3) years under, or relating to revokeany violation or possible violation of, suspendany Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, modify no investigation or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any Company Subsidiary is pending orof its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the knowledge extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the Companyforegoing on relationships with customers, threatened in writing against suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any Company Subsidiaryof its Subsidiaries has suffered a suspension, except for such investigationsdenial, reviews and audits the outcomes non-renewal, limitation or revocation of which, individually any Permit or in the aggregate, would not have a Company Material Adverse EffectGaming Approval.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of the Company and each the Company Subsidiary Subsidiaries is in possession of all material grants, authorizations, licenses, permits, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subjectto own, in each caselease, operate and use its properties and assets or to carry on its business as it is now being conducted (the “Material Company Permits”), except for where the failure to hold such noncompliance as Material Company Permits would not reasonably be expected to have a Company Material Adverse Effect. No investigationsuspension or cancellation of any of the Material Company Permits is pending, review except where such suspension or audit by any Governmental Entity with respect cancellation would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries are not in violation or breach of, or in default under, any Material Company Permit, except where such violation, breach or default would not reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained or completed all approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) required in respect of their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, except where the lack of such approvals, filings, registrations or other requisite formalities with Governmental Authorities in PRC would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital, except where failure to do so would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is pending or, or has been in default or violation of any Law applicable to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, including without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data, except for any such investigations, reviews and audits the outcomes of which, individually default or in the aggregate, violation which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written notice or communication of any material non-compliance with any applicable Laws that has not been cured.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Parent and each Company Subsidiary is its Subsidiaries (i) are in possession of all authorizations, licenses, permits, certificatesfranchises, grants, easements, variances, exemptions, approvalsexceptions, orderspermissions, registrations Consents and clearances certificates of any Governmental Entity Authority, (eachii) have filed all tariffs, a “Permit”) reports, notices and other documents with necessary for the Company Parent and each Company Subsidiary its Subsidiaries to own, lease and operate its properties and assets, and to carry on and operate its their businesses as currently conducted (clauses (i) and (ii), collectively, the “Company Parent Permits”), and (i) all such Company Parent Permits are in full force and effect and no suspension, modification, or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent, threatened, except where the failure to be in possession of or be in full force and effect, (ii) or the Company suspension, modification or cancellation of, any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and the Company each of its Subsidiaries are, and have been since January 1, 2021, is in compliance with the terms and requirements of such Company all Parent Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company Parent nor any of the Company its Subsidiaries has received any written notice from regarding a default or violation in respect of any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has beenParent Permits, and each currently is, except where the failure to be in compliance with all Laws applicable to the Company, the Company Subsidiaries has not had and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect reasonably be expected to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichhave, individually or in the aggregate, would not have a Company Parent Material Adverse Effect. (b) None of Parent nor any of its Subsidiaries is, and since January 1, 2022, has not been, in conflict with, in default under or in violation of any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, except for any such conflicts, defaults or violations that would not have or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2022, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s Knowledge, other communication from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, any Law, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with all Applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or without noticein the aggregate, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to Neither the Company or nor any Company Subsidiary is pending of its Subsidiaries has received any written or, to the knowledge Knowledge of the Company, threatened in writing against the Company or oral notification from a Governmental Authority of any Company Subsidiarymaterial non-compliance with any Applicable Laws, except for such investigations, reviews and audits the outcomes of whichwhich non-compliance would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries is in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act, the Securities Act and Applicable Laws, if any, other than any non-compliance that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for the Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (d) The Company and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit the Company and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) No “affiliated person” (as defined under the Investment Company Act) of the Company or its investment adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of the Company, threatened that would result in any such disqualification. (f) The minute books and other similar records of the Company contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of the Company, the Company Board and any committees of the Company Board. (g) Notwithstanding the foregoing, no representation or warranty in this Section 3.5 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 3.6 (Company SEC Documents; Financial Statements; Enforcement Actions), Section 3.8 (Disclosure Controls and Procedures), Section 3.12 (Employee Matters), Section 3.13 (Trademarks, Patents and Copyrights), Section 3.14 (Taxes), Section 3.16 (Real Property) and Section 3.17 (Environmental), respectively.

Permits; Compliance with Laws. (a) Except as would not have a Company The Acquired Entities possess all Material Adverse Effect, Permits required or necessary to operate the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assetsBusiness, and to carry on and operate its businesses as currently conducted (the “Company Permits”)all such Permits are valid, and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permitgood standing. (b) Since January 1, 2021 the Company and each The Acquired Entities have not violated any of the Company Subsidiaries has beenconditions or provisions of their Material Permits, except where such violation would not result in a Business Material Adverse Effect. (c) True and complete copies of all Material Permits issued or granted by a Governmental Authority in connection with the current operation of the Business have been provided or will be provided to Holdings during the Holdings Due Diligence Period. Such Permits constitute all Material Permits necessary for the conduct of the Business and the operation of the Hospitals as currently conducted. Each Acquired Entity is the duly authorized holder of such Permits as have been issued in its name or pursuant to which it is conducting its business. (d) To the Knowledge of the Company, each currently isHospital’s pharmacies, laboratories and all other material ancillary departments located at such Hospital or operated for the benefit of such Hospital (and which are owned or operated by the any of the Acquired Entities any of their Affiliates), which is required to be specially licensed, is licensed by the appropriate Governmental Authority. (e) Schedule 4.17(e) hereto sets forth a complete and accurate list of all Material Permits required or necessary to operate the Business as presently conducted. (f) Between the date of execution of this Agreement and the Closing Date, the Acquired Entities shall timely file any renewal applications which are routinely required to be filed in order to maintain the Permits in good standing and take additional steps after each such filing as is reasonably necessary to facilitate the renewal process. (g) Each Hospital is in compliance with all Laws applicable to Material Permits required by Law. (h) There are no provisions in, or agreements relating to, any such Permits which preclude or limit in any respect any Acquired Entity from operating any of the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries Hospitals as they are subject, in each case, except for such noncompliance as would currently operated. (i) There is not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is now pending or, to the knowledge Company’s Knowledge, threatened, any action by or before any Governmental Authority to revoke, cancel, rescind, modify or refuse to renew any of the CompanyMaterial Permits, threatened and all of such Permits are in writing against good standing. (j) Except as set forth in Schedule 4.17(j) (and subject to Section 4.18(a) with respect to Environmental Laws), the Company Acquired Entities are in compliance with all applicable Laws, policies, guidelines, licenses, certificates, judgments or any Company Subsidiarydecrees of all judicial or Governmental Authorities, except for where the failure to be in such investigations, reviews and audits the outcomes of which, individually compliance did not or in the aggregate, would not have a Company Business Material Adverse Effect. Except as set forth in Schedule 4.17(j), the Acquired Entities have not been charged with or given notice of, and to the Shareholders’ Knowledge, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material Law, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or Governmental Authority relating to the Acquired Entities or the Business.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company (i) Parent and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsmaterial franchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company Parent and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Parent Permits”), and (iii) all such Company Parent Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the CompanyParent, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole. (b) Since December 31, 2016, Parent and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Parent Permits, except where any failure to be in such compliance has not been, and would not have reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a Company Material Adverse Effectwhole. (c) Since December 31, 2016 through the date of this Agreement, none of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers or employees, has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority asserting that Parent or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Parent Permits, except where any failure to be in such compliance has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole.

Permits; Compliance with Laws. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries is, and since January 1, 2012, has been, in possession of all franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Entity (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no suspension or cancellation of any of the Company Permits is pending or threatened, and no such suspension or cancellation will result from the Transactions. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assetsSubsidiaries is, and to carry on and operate its businesses as currently conducted (the “Company Permits”)since January 1, and 2012 has been, in compliance with (i) all Laws applicable to the Company or such Subsidiary or by which any of the Company Permits are in full force Assets is bound and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such all Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither . Neither the Company nor any of the Company its Subsidiaries has received is subject to any written notice from Order of, or any continuing, pending or threatened in writing (i) formal investigation or (ii) formal inquiry by, any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitEntity. (bc) Since January 1, 2021 Without limiting the Company and each generality of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each caseforegoing, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with (i) the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder, (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (iii) the United Kingdom Bribery Act of 2010, as amended, and any rules and regulations promulgated thereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents, does any business with or involving the government of, any person or project located in any country targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Assets Control, or knowingly supports or facilitates any such business or project, in each case other than as permitted under such economic sanctions. None of the Company or any of its Subsidiaries has received any written notice of violation (or allegation of violation) of such sanctions from any Governmental Entity. This Section 3.22 does not relate to the Company SEC Reports, financial statements or compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as associated rules and regulations), which are the subject of Section 3.9, Section 3.10 and Section 3.11.

Permits; Compliance with Laws. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company each of it and each Company Subsidiary is its Subsidiaries is, and since January 1, 2012, has been, in possession of all franchises, grants, authorizations, licenses, permitseasements, variances, exceptions, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity (each, a “PermitPermits”) necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as it is currently being conducted (the collectively, its “Company Required Permits”), and (i) all such Company Required Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance . Except as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no suspension or cancellation of any of the Required Permits is pending or threatened, and no such suspension or cancellation will result from consummation of the Transactions. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, it and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with: (i) all Laws applicable to it or such Subsidiary or its respective business or properties and (ii) all its Required Permits. Neither it nor any of its Subsidiaries is subject to any Order of, or any continuing, pending or threatened in writing formal investigation or formal inquiry by, any Governmental Entity except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Without limiting the generality of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, it and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with: (i) the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder, (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (iii) the United Kingdom Bribery Act of 2010, as amended, and any rules and regulations promulgated thereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither it or any of its Subsidiaries nor, to its Knowledge, any of their respective directors, officers, employees or agents, does any business with or involving the government of, any Person or project located in any country targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Assets Control, or knowingly supports or facilitates any such business or project, in each case other than as permitted under such economic sanctions. Neither it nor any of its Subsidiaries has received any written notice of violation (or allegation of violation) of such sanctions from any Governmental Entity. This Section 3.23 does not relate to its SEC Reports, financial statements or compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as associated rules and regulations), which are the subject of Section 3.10, Section 3.11 and Section 3.12.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effectwith respect to ERISA, Taxes, and environmental Liabilities, which are the subject of Sections 4.12, 4.14 and 4.15, respectively, the Company and each its Subsidiaries are in compliance in all material respects with all Laws of any Governmental Body applicable to their respective businesses or operations. Except with respect to immaterial violations of any Laws, neither the Company Subsidiary nor any of its Subsidiaries has, during the three-year period immediately preceding the date of this Agreement, received any written notice of, has Knowledge of or has been charged with, the violation of any Laws. (b) Each of the Company and its Subsidiaries is in possession of all authorizations, licenses, permitsconsents, certificates, variancesregistrations, exemptions, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity (each, a “PermitPermits”) necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), except where the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (i) all such Company Permits are in full force and effect, (ii) . Neither the Company and the Company nor any of its Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, or violation (and no condition exists thatevent has occurred which, with notice or without notice, or the lapse of time, time or both, would constitute a default underor violation or give to others any right of revocation, non-renewal, adverse modification or would reasonably be expected to result in, any suspension, cancellation, modificationwith or without notice or lapse of time or both) of any term, termination condition or revocation of, provision of any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders Permit to which the Company or the Company Subsidiaries are subject, in each caseit is a party, except for where such noncompliance as default or violation would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company is the authorized legal holder or otherwise has rights to all Permits required by the Federal Communications Commission (the “FCC”), any State PUC or any other Governmental Entity that regulates telecommunications in each jurisdiction in which the Company is operating (collectively, “Communications Licenses”), and the Communications Licenses constitute all of the licenses from the FCC, the State PUCs or any other Governmental Entity that regulates telecommunications in each such jurisdiction that are necessary or required for or used in the operation of the business as presently conducted by the Company, other than (i) such licenses the absence of which would not result in a Company Material Adverse Affect or (ii) such licenses from any municipal franchising authority or similar Governmental Entity, the absence of which would not result in any fines, penalties, or other losses in excess of $5,000 individually or $50,000 in the aggregate and which are obtained in the ordinary course of business. All the Communications Licenses were duly obtained and are valid and in full force and effect, and not subject to any material condition, except those conditions that may be contained within the terms of such Communications Licenses or related Laws. No action by or before the FCC, any State PUC or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction is pending or, to the Knowledge of the Company, threatened, in which the requested remedy is (i) the revocation, suspension, cancellation, rescission or modification or refusal to renew any Communications Licenses, or (ii) material fines and/or forfeitures. The Universal Service Administrative Company has not initiated any inquiries, audits or other proceedings against the Company and, to the Knowledge of the Company, no such actions are threatened which, in each case, would result in fines, penalties or other losses in excess of $5,000 individually or $50,000 in the aggregate, if not cured or otherwise responded to in the ordinary course of business.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries have in possession of effect all authorizationscertificates, permits, licenses, permits, certificates, variances, exemptionsfranchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “Permit”"Permits"), including all Permits under the Federal Food, Drug, and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the "FDCA"), and the regulations of the Federal Food and Drug Administration (the "FDA") promulgated thereunder, that are necessary for the Company and each Company Subsidiary them to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses in all material respects as currently conducted (conducted. The execution and delivery of this Agreement by the “Company Permits”)does not, and (i) all such Company Permits are in full force the consummation of the Offer, the Merger and effectthe other transactions contemplated by the Transaction Agreements and compliance with the terms thereof could not reasonably be expected to, (ii) cause the revocation or cancellation of any material Permit. Each of the Company and the Company its Subsidiaries areis, and have been since January 1, 20212005 has been, in compliance in all material respects with the terms all applicable Laws and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither Judgments. Neither the Company nor any of its Subsidiaries has received any written communication during the past three (3) years from any person that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any Permit, Law or Judgment or relating to the revocation or modification of any material Permit. Neither the Company nor any of its Subsidiaries has received any written notice from that any Governmental Entity threatening to revoke, suspend, modify investigation or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity is pending with respect to the Company or any Company Subsidiary is pending or, to the knowledge of its Subsidiaries or any of the Companyproperties, threatened in writing against assets or operations of the Company or any Company Subsidiary, except for of its Subsidiaries or that any such investigations, reviews and audits the outcomes of which, individually investigation or in the aggregate, would not have a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectThe Company, its Consolidated Subsidiaries and the Company and each Company members of the Subsidiary is Adviser Group are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances of any Governmental Entity (each, a “Permit”) orders necessary for the Company Company, its Consolidated Subsidiaries and each Company the members of the Subsidiary to own, lease and operate its properties and assets, and Adviser Group to carry on their respective businesses under and operate its businesses as currently conducted pursuant to all Applicable Laws (the “Company Permits”), and (i) all such no suspension or cancellation of any of the Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, andpending or, to knowledge the Knowledge of the Company, no condition exists thatthreatened, with or without noticeexcept where the failure to be in possession of, or lapse of time, the suspension or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation cancellation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as Permits would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge Each employee of the Company, threatened its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group who is required to be registered or licensed as a registered representative, investment adviser representative, salesperson or an equivalent person with any Governmental Authority is duly registered or licensed as such and such registration or license is in writing against the Company or any Company Subsidiaryfull force and effect, except for where the failure to be so registered or licensed or to have such investigations, reviews registration or license in full force and audits the outcomes of whicheffect would not, individually or in the aggregate, be material to the Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group, taken as a whole. (b) None of the Company, any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group is, or during the one-year period prior to the date of this Agreement has been, in default or violation of any (i) Law applicable to the Company, any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group or (ii) Company Permits, except for any such defaults or violations that would not, individually or in the aggregate, be material to the Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group, taken as a whole. Notwithstanding the foregoing, no representation or warranty in this Section 3.5 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 3.6 (Company SEC Documents; Financial Statements; Enforcement Actions), Section 3.8 (Disclosure Controls and Procedures), Section 3.16 (Employee Benefit Plans; Labor), Section 3.17 (Trademarks, Patents and Copyrights), Section 3.18 (Taxes), Section 3.20 (Real Property) and Section 3.21 (Environmental), respectively. (c) The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. Since January 1, 2014, there have been no “Material Compliance Matters” for the Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company Board and satisfactorily remedied or are in the process of being remedied or those that would not have a Company Material Adverse Effect. (d) The Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group are, and have been at all times since January 1, 2014, in compliance with the FCPA, and all other applicable money laundering, anti-corruption or anti-bribery Laws of all jurisdictions having jurisdiction over the Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group. The Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable money laundering, anti-corruption or anti-bribery Laws and maintain such policies and procedures in effect. (e) Since January 1, 2014, none of the Company, any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company, any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group is not in compliance in all material respects with any material Laws or Company Permits.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, and the Company and each Company Subsidiary is Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties and assets, and assets or otherwise to carry on and operate its businesses business as currently conducted (it is now being conducted, other than those, the “Company Permits”)failure of which to possess, and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is could not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inhave, any suspensionindividually, cancellationor in the aggregate, modificationa Company Material Adverse Effect (collectively, termination or revocation ofthe "COMPANY PERMITS"), any such Company Permitand, and (iv) neither as of the Company nor any date of this Agreement, none of the Company Subsidiaries Permits has received been suspended or cancelled nor is any written notice from any Governmental Entity threatening such suspension or cancellation pending or, to revokethe Knowledge of Company, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently isthreatened which, in compliance with all Laws applicable either instance, would, individually or in the aggregate, reasonably be expected to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigationNeither Company nor any Company Subsidiary is in conflict with, review or audit in default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any Governmental Entity with respect to the property or asset of Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company bound or any Company Subsidiaryaffected, except for such investigationsconflicts, reviews and audits the outcomes of whichdefaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (ii) any Company Permits, except for such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, to the Knowledge of Company investigations or surveys pending or, to the Knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit. Since January 1, 2000, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for any such notice with respect to possible conflicts, defaults or violations which would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, set forth in Section 4.06 of the Company Disclosure Schedule, Company and each the Company Subsidiary is Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently it is now being conducted (collectively, the “"Company Permits”"), and (i) all such except for Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is which could not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inhave a Company Material Adverse Effect, any suspensionand, cancellationas of the date of this Agreement, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any none of the Company Subsidiaries Permits has received been suspended or canceled nor is any written notice from any Governmental Entity threatening such suspension or cancellation pending or, to revokethe knowledge of Company, suspend, modify or cancel any Company Permitthreatened. (b) Since January 1Neither Company nor any Company Subsidiary is in conflict with, 2021 the Company and each of the Company Subsidiaries has beenor in default or violation of, and each currently is, in compliance with all Laws (i) any Law applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the any Company Subsidiaries are subject, in each caseSubsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except for such noncompliance as would conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to Section 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or any Company Subsidiary is surveys pending or, to the knowledge of the Company, threatened in writing against the Company or any Company SubsidiarySubsidiary or to the Company's knowledge, except for such investigationswithout any independent investigation, reviews and audits the outcomes of whichpending or threatened against any Ophthalmologist/Optometrist Employee, individually or that could reasonably be expected to result in the aggregatesuspension or cancellation of any other material Company Permit. Since January 1, would not have a 1998, neither Company Material Adverse Effectnor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Parent and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have since December 31, 2023 been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with or without noticeall Applicable Laws and Data Protection Requirements, or lapse of timeincluding, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, if and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Companyextent applicable, the Investment Company Subsidiaries Act, the Securities Act and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance Exchange Act other than as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and other Applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Parent is in compliance with Section 61 of the Investment Company Act and as of the date hereof Parent’s asset coverage ratio calculated in accordance with Section 18 of the Investment Company Act is above 150%. (d) Neither Parent nor any of its Subsidiaries is in default or violation of any (i) Law applicable to Parent or any of its Subsidiaries or (ii) Permits necessary for Parent and its Subsidiaries to carry on their respective businesses as now being conducted, except for any such defaults or violations that would not have a Company Parent Material Adverse Effect. (e) Parent has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (f) Parent and each of its Subsidiaries holds and is in compliance with all material Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Laws as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (h) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, the Parent Board and any committees of the Parent Board.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectSection 4.9(a) of the Paladin Disclosure Schedule sets forth all material franchises, the Company and each Company Subsidiary is in possession of all grants, authorizations, licenses, permits, variances, resale certificates, varianceswaivers, exemptionsconsents, approvalscertificates, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for each of Paladin OP and the Company and each Company Subsidiary Subsidiaries to own, lease and operate its properties and assets, and Properties or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”). Except as set forth in Section 4.9(a) of the Paladin Disclosure Schedule, each of Paladin OP and, to the knowledge of Paladin OP, the Subsidiaries is in possession of or has been issued all Permits, and (i) all such Company Permits are valid and in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any . No suspension, cancellation, modification, termination revocation or revocation of, cancellation of any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge of Paladin OP, threatened, and no such suspension, revocation or cancellation will result from the Company, threatened in writing against the Company or any Company Subsidiary, transactions contemplated by this Agreement except for such investigations, reviews and audits the outcomes of whichthose Permits that, individually or in the aggregate, would not reasonably be expected to have a Company Property Material Adverse Effect. Except as set forth in Section 4.9(a) of the Paladin Disclosure Schedule, none of Paladin OP or, to the knowledge of Paladin OP, any Subsidiary is in conflict with, or in default, breach or violation of, any material Permit. (b) Each of Paladin OP and, to the knowledge of Paladin OP, the Subsidiaries has operated and conducted its business in accordance with all applicable Laws in all material respects, and, except as set forth in Section 4.9(b) of the Paladin Disclosure Schedule, no Action has been filed against Paladin OP or any of the Subsidiaries alleging any failure to so comply except those failures to so comply that, individually or in the aggregate, would not reasonably be expected to have a Property Material Adverse Effect. None of Paladin, Paladin OP or, to the knowledge of Paladin OP, any Subsidiary has received any written communication from any Governmental Authority alleging that Paladin OP or any of the Subsidiaries is not in compliance with any Laws. (c) None of Paladin OP or any Subsidiary is the subject of any court-imposed, governmental or regulatory prohibition or injunction, and, to the knowledge of Paladin OP, no such prohibition or injunction is imminent and no proceedings in respect thereof have been commenced. None of Paladin OP or any Subsidiary has received written notification that any investigation or inquiry is being, or has been, conducted by, or received any request for information from any Governmental Authority in respect of its affairs.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Parent and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with or without noticeall Applicable Laws, or lapse of timeincluding, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, if and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Companyextent applicable, the Investment Company Subsidiaries Act, the Securities Act and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance Exchange Act other than as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act, the Securities Act and Applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Parent has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (d) Parent and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (f) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, the Parent Board and any committees of the Parent Board. (g) Notwithstanding the foregoing, no representation or warranty in this Section 4.5 is made with respect to Parent SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Parent SEC Documents; Financial Statements; Enforcement Actions), Section 4.8 (Disclosure Controls and Procedures), Section 4.13 (Employee Matters), Section 4.14 (Trademarks, Patents and Copyrights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of its Subsidiaries possess all authorizationscertificates, permits, licenses, permits, certificates, variances, exemptionsfranchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “PermitPermits”) that are necessary for the Company and each Company Subsidiary them to own, lease and lease, operate its or otherwise hold their properties and assets, assets and to carry on and operate its their businesses as currently conducted (except where the “Company Permits”)failure to possess a Permit, individually or in the aggregate, has not had and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigationNeither the Company nor any of its Subsidiaries has received any communication since January 1, 2015 from any person that alleges that the Company or any of its Subsidiaries is not in compliance with, or is subject to liability under, any Permit or relating to the revocation or modification of any Permit that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. (ii) Each of the Company, its Subsidiaries and, to the knowledge of the Company, the Controlled Affiliate is, and has been since January 1, 2015, in compliance with all applicable Laws, except for such noncompliance that, individually or in the aggregate, is not and would not reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole, and, to the knowledge of the Company, no facts or circumstances exist that are reasonably likely to give rise to a violation of, or a liability under, any applicable Law that, individually or in the aggregate, would reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Controlled Affiliate, has received any written communication since January 1, 2015 from any person that alleges that the Company or any of its Subsidiaries or the Controlled Affiliate is not in compliance with, or is subject to liability under, any applicable Law that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Controlled Affiliate, has received any written notice that any potentially material investigation or review or audit by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or the Controlled Affiliate or any of the assets or operations of any of them or that any such investigation or review is contemplated and, to the knowledge of the Company, no facts or circumstances exist that are reasonably likely to give rise to any such investigation or review with respect to the Company Subsidiary is pending or any of its Subsidiaries or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse EffectControlled Affiliate.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsmaterial franchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (b) Since December 31, 2016, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance has not been, and would not have reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (c) Since December 31, 2016, through the date of this Agreement, none of the Company Material Adverse Effector any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Company Permits, except where any failure to be in such compliance has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectEach of the Company, the Company Operating Trust, the U.S. Subsidiaries and each Company Subsidiary the Foreign Subsidiaries and, to the knowledge of the Company, the JV Entities, is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (eachAuthority or Foreign Governmental Entity, a “Permit”) as applicable, necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and (i) all such Company Permits are valid and in full force and effect, (ii) except where the Company and failure to possess, obtain or maintain the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) or the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with suspension or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation cancellation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening Permits would not, individually or in the aggregate, be reasonably expected to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review suspension or audit by cancellation of any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge of the Company, threatened in writing against threatened, and no such suspension or cancellation will result from the Company or any Company Subsidiarytransactions contemplated by this Agreement, except for such investigations, reviews and audits the outcomes of whichin each case as would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 4.06(b) of the Disclosure Schedule, none of the Company, the Operating Trust, any U.S. Subsidiary, or any Foreign Subsidiary nor, to the knowledge of the Company, any JV Entity, is in conflict with, or in default, breach or violation of, (i) any Laws applicable to the Company, the Operating Trust, or any U.S. Subsidiary or JV Entity or any laws applicable to the Foreign Subsidiaries by which any property or asset of the Company, the Operating Trust, any U.S. Subsidiary, any JV Entity or any Foreign Subsidiary is bound or (ii) any Permit, except for any such conflicts, defaults, breaches or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsfranchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Mergers, or prevent or materially delay the consummation of any of the Mergers and the other transactions contemplated by this Agreement. (b) Since February 24, 2023, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Mergers, or prevent or materially delay the consummation of any of the Mergers and the other transactions contemplated by this Agreement. (c) Since February 24, 2023, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Company Permits, except where any failure to be in such compliance (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and (ii) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Mergers, or prevent or materially delay the consummation of any of the Mergers and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not have a The Company Material Adverse Effect, and each of its Subsidiaries has in effect all Permits which are material to the Company and each Company Subsidiary is in possession of all authorizationsits Subsidiaries taken as a whole, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for them to conduct their business as presently conducted, and to own their properties, rights and assets, except for such Permits the absence of which would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. The Company and each Company Subsidiary to ownof its Subsidiaries comply with all material terms and requirements of such Permits, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are valid and in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements no suspension or cancellation of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge of the Company, threatened threatened, except for such noncompliance, invalidity, suspensions or cancellations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There is no Order, injunction, rule or order of any arbitrator or Governmental Authority, or any settlement agreement, consent order, memorandum of understanding or similar written agreement with any Governmental Authority, in writing each case that is outstanding against the Company or any of its Subsidiaries that would reasonably be expected to be material to the Company Subsidiaryand its Subsidiaries taken as a whole. (b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, the Company and each of its Subsidiaries have since July 1, 2022, complied with all Applicable Law relating to the Company and its Subsidiaries, including (i) all applicable financial recordkeeping and reporting requirements of all money laundering Laws administered or enforced by any Governmental Authority, (ii) all Laws related to the collection, processing, possession, handling, clearance, settlement and/or remittance of funds, (iii) the rules and requirements of the Financial Industry Regulatory Authority, (iv) the Bank Secrecy Act of 1970 and its implementing regulations, (v) all Laws relating to money transmission or unclaimed property, (vi) the Electronic Fund Transfer Act and its implementing Regulation E, including the International Remittance Transfer Rule, (vii) the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all federal regulations implementing such act and (viii) any other Applicable Law relating to bank secrecy, discriminatory lending, payments, money transmission, financing or leasing practices, consumer protection or money laundering prevention except for such investigationsnon-compliance as would not be material to the Company and its Subsidiaries taken as a whole. Without limiting the foregoing, reviews and audits except as would not reasonably be expected to be material to the outcomes Company and its Subsidiaries taken as a whole, the Company and each of whichits Subsidiaries have since July 1, individually 2022 complied with all Anti-Money Laundering Laws applicable to their respective businesses and operations, including as a payment facilitator or independent sales organization under the Network Rules, which are either binding on the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries complies pursuant to contractual requirements, and maintains in effect written policies, procedures and internal controls reasonably designed to ensure compliance with the Anti-Money Laundering Laws, and has complied with such policies, procedures and internal controls in all material respects. (c) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, none of the Company or any of its Subsidiaries, or to the knowledge of the Company, any director, officer, employee, agent or other person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries, (iii) violated any provision that would result in the aggregateviolation of the Foreign Corrupt Practices Act of 1977 (the “FCPA”), or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries in violation of the FCPA, (v) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries in violation of the FCPA or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, since July 1, 2022, the Company and its Subsidiaries have complied with and are not in default under (i) any applicable Network Rules which are either binding on the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries complies pursuant to contractual requirements and (ii) the Payment Card Industry Data Security Standard issued by the Payment Card Industry Security Standards Council, as may be revised from time to time. To the knowledge of the Company, no notice has been received by the Company or its Subsidiaries by any Governmental Authority, Payment Network or Sponsor Bank alleging a Company Material Adverse Effectmaterial violation of any Applicable Law, Payment Card Industry Data Security Standard or Network Rules which is pending or remains unresolved.

Permits; Compliance with Laws. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except as set forth on Schedule 3.9 to the Company Disclosure Schedule or as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of its Subsidiaries hold all authorizationspermits, licenses, permits, certificatesfranchises, variances, exemptions, approvals, orders, registrations Orders and clearances approvals of any all Governmental Entity (each, a “Permit”) Entities that are necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its operation of their respective businesses as currently now being conducted (collectively, the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements no suspension or cancellation of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge of the Company, threatened threatened. The Company and its Subsidiaries are in writing against compliance with, and the Company or and its Subsidiaries have not received any notices of noncompliance with respect to, the Company SubsidiaryPermits and any Laws, except for such investigations, reviews and audits instances of noncompliance where neither the outcomes of whichcosts to comply nor the failure to comply, individually or in the aggregate, has or would reasonably be expected to have a Company Material Adverse Effect. Without limitation, during the three years prior to the date of this Agreement, none of the Company, any of its Subsidiaries or any director, officer, or employee of, or, to the knowledge of the Company, any agent or other Person associated with or acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly: (a) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (d) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (e) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries, except, in each case referred to in clauses (a) through (f), where such acts, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsrequisite franchises, licensesgrants, permits, certificateseasements, variances, exemptionsexceptions, approvals, orders, registrations Consents and clearances of any Governmental Entity (each, a “Permit”) certificates necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and Subsidiaries to carry on and operate its businesses their business as currently it is now being conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements no suspension or cancellation of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, or where the failure to be in writing against possession of or be in full force and effect, or the suspension or cancellation of, any of the Company or any Company SubsidiaryPermits would not have, except for such investigations, reviews and audits the outcomes of whichwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Company Impairment Effect. (b) The Company and its Subsidiaries are, and since January 1, 2020 have been, in compliance with all applicable Laws except as would not have have, or reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2020, neither the Company nor any of its Subsidiaries has been given written notice of or been charged with any violation of, any applicable Law except, as would not reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. (c) As of the date hereof, Home Point Financial Corporation, a wholly owned subsidiary of the Company (“HPF”), (A) is approved and in good standing as an issuer of the Government National Mortgage Association, a “Seller/Servicer” of the Federal National Mortgage Corporation and the Federal Home Loan Mortgage Corporation, and a lender and servicer of the Federal Housing Administration, the Veterans Administration and the United States Department of Agriculture (each of the forgoing entities, a “Mortgage Agency”), (B) has not received any written notice of any cancellation or suspension of, or material limitation on, its status as an approved issuer, “Seller/Servicer” or lender, as applicable, by any of the Mortgage Agencies, and (C) has not received any written notice indicating that any event has occurred or any circumstance exists that could reasonably be expected to result in HPF or any of its subsidiaries not maintaining its Servicing Rights in respect of any Servicing Agreement with a Mortgage Agency or other third party except, in each case, as would not reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, (x) “Servicing Agreement” means any contract pursuant to which the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, as the context requires, is obligated to a third party to administer, collect and remit payments of principal and interest, to collect and forward payments of Taxes and insurance, to administer escrow accounts, and/or to foreclose, repossess or liquidate collateral after default, in each case for any Mortgage Loan, and (y) “Mortgage Loan” means any United States individual one-to-four family residential mortgage loan or other extension of credit for a personal, family, or household use secured by a Lien on United States real property of a borrower.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectParent, the Company Merger Sub and each Company other Parent Subsidiary is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and assets, and market its products or otherwise to carry on its business as it is now being conducted and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) agreements from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the Company facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Company Subsidiaries areMedicare program, and have been since January 1any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, 2021the "PARENT PERMITS"), in compliance with except where the terms and requirements of such Company Permitsfailure to have, (iii) or the Company and each Company Subsidiary is not in default undersuspension or cancellation of, and, to knowledge any of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would Parent Permits could not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellationa Parent Material Adverse Effect, modificationand, termination as of the date of this Agreement, no suspension or revocation of, any such Company Permit, and (iv) neither the Company nor cancellation of any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Parent Permits is pending or, to the knowledge of the CompanyParent, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to have, reviews and audits or the outcomes suspension or cancellation of, any of whichthe Parent Permits could not reasonably be expected to have, individually or in the aggregate, would not a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent's facilities are certified for participation or enrollment in the Medicare program, have a Company current and valid provider contract with the Medicare program and are in substantial compliance with the conditions of participation of such programs. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Purchaser nor any Purchaser Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effectset forth on Schedule 5.10, the Company and each Company Subsidiary is in possession of possess all material franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary Authorities required under applicable Laws to own, lease and operate its properties and assets, assets and to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company "Permits”"), and (i) all such Company Permits are in full force and effectthere is no application, (ii) the Company and the Company Subsidiaries arepetition, and have been since January 1objection, 2021claim, in compliance action, suit, proceeding or investigation by or with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is Authority pending or, to the knowledge of the Company, threatened regarding suspension, cancellation, limitation, restriction or revision of any such Permits or a declaration of any such Permit as invalid; provided that this provision does not apply with respect to Permits required under Environmental Laws, which are governed by Section 5.15 hereof. Except as set forth on Schedule 5.10, the Company and each Subsidiary is, and has been since September 30, 2001, in writing against compliance in all material respects with such Permits and with all Laws and Orders applicable to it or by or to which any of its properties or assets is bound or subject and neither the Company nor any Subsidiary has received any notice alleging non-compliance (other than (i) ERISA and other Laws regarding employee benefit matters, which are governed by Section 5.12 hereof, (ii) Environmental Laws, which are governed by Section 5.15 hereof, (iii) Labor Laws, which are governed by Section 5.17 hereof, (iv) Tax Laws, which are governed by Section 5.20 hereof, and (v) Health Care Regulatory Laws, which are governed by Section 5.21 hereof). The Company has filed all necessary reports and maintained and retained all necessary records pertaining to the Permits, except where the failure to file, maintain or retain such reports or records would not reasonably be expected to have a Material Adverse Effect. None of the Permits will lapse, terminate or expire as a result of the performance of this Agreement by the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes consummation of which, individually or in the aggregate, would not have a Company Material Adverse Effecttransactions contemplated hereby.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Parent and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have since December 31, 2023 been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with or without noticeall Applicable Laws and Data Protection Requirements, or lapse of timeincluding, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, if and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Companyextent applicable, the Investment Company Subsidiaries Act, the Securities Act and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance Exchange Act other than as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and other Applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Parent is in compliance with Section 61 of the Investment Company Act and as of the date hereof Parent’s asset coverage ratio calculated in accordance with Section 18 of the Investment Company Act is above 150%. (d) Neither Parent nor any of its Subsidiaries is in default or violation of any (i) Law applicable to Parent or any of its Subsidiaries or (ii) Permits necessary for Parent and its Subsidiaries to carry on their respective businesses as now being conducted, except for any such defaults or violations that would not have a Company Parent Material Adverse Effect. (e) Parent has written policies and procedures adopted pursuant to Rule 38a‑1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a‑1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a‑1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (f) Parent and each of its Subsidiaries holds and is in compliance with all material Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Laws as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (h) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, the Parent Board and any committees of the Parent Board.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all franchises, authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, each a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company and the Material Adverse Effect. No suspension or cancellation of any Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary Permits is not in default under, andpending or, to the knowledge of the Company, threatened in writing and no condition exists thatsuch suspension or cancellation will result from the transactions contemplated by this Agreement, with in each case except as would not, individually or without noticein the aggregate, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such have a Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMaterial Adverse Effect. (b) Since January 1, 2021 the The Company and each of the Company Subsidiaries is, and since December 31, 2023, has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subjectassets, in each case, case except for such noncompliance as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation, review or audit proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiary Subsidiaries or their operations is pending or, to the knowledge of the Company, threatened in writing against writing, and, to the Company or any Company Subsidiaryknowledge of the Company, except for such investigations, reviews and audits no Governmental Entity has indicated an intention to conduct the outcomes of whichsame. (c) Except as would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any director, trustee, officer or employee of the Company or any of the Company Subsidiaries, has (i) knowingly used any corporate or trust funds, as applicable, for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of the Company and each Company Subsidiary its Subsidiaries is in possession of all authorizations, licenses, permitsconsents, certificates, variancesregistrations, exemptions, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity (each, a “PermitPermits”) necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, assets and to carry on and operate its businesses business as currently it is now being conducted in compliance with applicable Laws (collectively, the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) except where the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of failure to hold such Company Permits (excluding Company Regulatory Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice), or lapse of time, or boththe failure to be in full force and effect, would constitute a default under, or would not be reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review suspension or audit by cancellation of any Governmental Entity with respect to of the Company or any Company Subsidiary Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, except where such suspension or cancellation would not be reasonably expected to result in writing against a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to result in a Company Material Adverse Effect. As of the date of this Agreement, to the Company’s Knowledge, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries under, any Company SubsidiaryPermit (in each case, with or without notice or lapse of time or both), except for such investigationsviolations, reviews and audits the outcomes of whichbreaches, individually defaults, losses or in the aggregate, accelerations that would not reasonably be expected to have a Company Material Adverse Effect. No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement, except for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to result in a Company Material Adverse Effect. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the businesses of the Company and its Subsidiaries is, and since December 31, 2012 has been, operated and conducted in compliance with all applicable Laws and (ii) neither the Company nor any of its Subsidiaries is, or since December 31, 2012, has been, in conflict with, or in default or violation of, (A) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (B) any Company Permits.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with all Applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or without noticein the aggregate, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to Neither the Company or nor any Company Subsidiary is pending of its Subsidiaries has received any written or, to the knowledge Knowledge of the Company, threatened in writing against the Company or oral notification from a Governmental Authority of any Company Subsidiarymaterial non-compliance with any Applicable Laws, except for such investigations, reviews and audits the outcomes of whichwhich non-compliance would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries is in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and other Applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company is in compliance with Section 61 of the Investment Company Act and as of the date hereof the Company’s asset coverage ratio calculated in accordance with Section 18 of the Investment Company Act is above 150%. (d) Neither the Company nor any of its Subsidiaries is in default or violation of any (i) Law applicable to the Company or any of its Subsidiaries or (ii) Permits necessary for the Company and its Subsidiaries to carry on their respective businesses as now being conducted, except for any such defaults or violations that would not have a Company Material Adverse Effect. (e) The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for the Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (f) The Company and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit the Company and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Laws as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (g) No “affiliated person” (as defined under the Investment Company Act) of the Company or the Company External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of the Company, threatened that would result in any such disqualification. (h) The minute books and other similar records of the Company contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of the Company, the Company Board and any committees of the Company Board. (i) Notwithstanding the foregoing, no representation or warranty in this Section 3.5 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 3.6 (Company SEC Documents; Financial Statements; Enforcement Actions), Section 3.8 (Disclosure Controls and Procedures), Section 3.12 (Employee Matters), Section 3.13 (Trademarks, Patents and Copyrights), Section 3.14 (Taxes), Section 3.16 (Real Property) and Section 3.17 (Environmental), respectively.

Permits; Compliance with Laws. (a) Except The Parent External Adviser is in compliance, and has been operated in compliance, in all material respects, with all Applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would reasonably be expected to have an Adviser Material Adverse Effect. The Parent External Adviser has not have received any written or, to the Knowledge of Parent External Adviser, oral notification from a Company Governmental Authority of any material non-compliance with any Applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect. (b) The Parent External Adviser is not in default or violation of any (i) Law applicable to the Parent External Adviser or (ii) Permits necessary for the Parent External Adviser to carry on its business as it is now being conducted, except for any such defaults or violations that would not have an Adviser Material Adverse Effect. (c) The Parent External Adviser holds and is in compliance with all Permits required in order to permit the Parent External Adviser to own or lease its properties and assets and to conduct its businesses under and pursuant to all Applicable Laws as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect. The Parent External Adviser has not received any written or, to the Knowledge of the Parent External Adviser, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect. (d) Since December 31, 2019, the Parent External Adviser has filed (after giving effect to any extensions) all Regulatory Documents that were required to be filed with any Governmental Authority, other than such failures to file that would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect. (e) The Parent External Adviser is, and at all times required by the Investment Advisers Act since December 31 2019 has been, duly registered as an investment adviser under the Investment Advisers Act. The Parent External Adviser is, and at all times required by Applicable Law (other than the Investment Advisers Act) since December 31, 2019 has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business required such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not have an Adviser Material Adverse Effect. Parent has made available to the Company a complete and correct copy of the Form ADV of the Parent External Adviser as in effect on the date of this Agreement. (f) No “affiliated person” (as defined under the Investment Company Act) of the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Section 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (g) The Parent External Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to the Company) and, during the period prior to the date of this Agreement that the Parent External Adviser has been the investment adviser to Parent, the Parent External Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to Parent and its Subsidiaries, taken as a whole. (h) During the period prior to the date of this Agreement that it has been the investment adviser to Parent, there has been no material adverse change in the operations, affairs or regulatory status of the Parent External Adviser. (i) The Parent Investment Advisory Agreement has been duly approved, continued and at all times has been in compliance in all material respects with Section 15 of the Investment Company Act (to the extent applicable). Neither Parent nor the Parent External Adviser is in default under the Parent Investment Advisory Agreement, except where such default would not have an Adviser Material Adverse Effect. The Parent Investment Advisory Agreement is a valid and binding obligation of the Parent External Adviser, except as would not have an Adviser Material Adverse Effect; provided that such enforcement may be subject to the Bankruptcy and Equity Exception. There is no Proceeding pending or, to the Knowledge of Parent External Adviser, threatened, and, to the Knowledge of Parent External Adviser, there do not exist any facts or circumstances which would reasonably be expected to adversely affect the registration of the Parent External Adviser as an investment adviser under the Investment Advisers Act or the ability of an investment adviser to perform its obligations under the Parent Investment Advisory Agreement. (j) Neither the Parent External Adviser nor any “affiliated person” (as defined in the Investment Company Act) of the Parent External Adviser is ineligible pursuant to Sections 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser to a registered investment company (or BDC), nor is there any Proceeding pending or, to the Knowledge of Parent External Adviser, threatened by any Governmental Authority that would result in the ineligibility of the Parent External Adviser or any such “affiliated person” to serve as an investment adviser to a registered investment company (or BDC) pursuant to Sections 9(a) or 9(b) of the Investment Company Act. Neither the Parent External Adviser nor any “person associated with” (as defined in the Investment Advisers Act) the Parent External Adviser is ineligible pursuant to Sections 203(e) or 203(f) of the Investment Advisers Act to serve as an investment adviser or as a “person associated with” an investment adviser, nor is there any Proceeding pending or, to the Knowledge of Parent External Adviser, threatened by any Governmental Authority that would result in the ineligibility of the Parent External Adviser or any such “person associated with” the Parent External Adviser to serve in any such capacities pursuant to Sections 203(e) or 203(f) of the Investment Advisers Act. (k) As of the date of this Agreement, there is no Proceeding pending or, to the Knowledge of Parent External Adviser, threatened against the Parent External Adviser that would have a Parent Material Adverse Effect, nor is there any judgment of any Governmental Authority outstanding against, or, to the Knowledge of Parent External Adviser, investigation by any Governmental Authority involving, the Parent External Adviser that would have a Parent Material Adverse Effect. (l) Since December 31, 2019, there has been no material adverse change in the operations, affairs or regulatory status of the Parent External Adviser.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, STC and the Company and each Company Subsidiary is STC Subsidiaries are in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (eachEntity, a “Permit”) including, without limitation, the FDA, the DEA, and similar authorities in other jurisdictions, necessary for the Company and each Company STC or any STC Subsidiary to own, lease and operate its properties or to produce, store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently it is now being conducted (the “Company "STC Permits”"), and (i) all such Company Permits are in full force and effectexcept where the failure to have, (ii) or the Company and the Company Subsidiaries aresuspension or cancellation of, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge any of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would STC Permits could not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellationan STC Material Adverse Effect, modificationand, termination as of the date of this Agreement, no suspension or revocation of, any such Company Permit, and (iv) neither the Company nor cancellation of any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary STC Permits is pending or, to the knowledge of the CompanySTC, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to have, reviews and audits or the outcomes suspension or cancellation of, any of whichthe STC Permits could not reasonably be expected to have, individually or in the aggregate, would an STC Material Adverse Effect. Neither STC nor any STC Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to STC or any STC Subsidiary or by which any property or asset of STC or any STC Subsidiary is bound or affected or (ii) any STC Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not have a Company reasonably be expected to have, individually or in the aggregate, an STC Material Adverse Effect. (b) Except as disclosed in the STC Reports or in Section 4.06(b) of the STC Disclosure Schedule or as could not reasonably be expected to have, individually or in the aggregate, an STC Material Adverse Effect: (i) to the knowledge of STC, all of the clinical studies which have been, or are being, conducted by or for STC and the STC Subsidiaries are being conducted in substantial compliance with generally accepted good clinical practices and all applicable government regulatory requirements; and (ii) to the knowledge of STC, none of STC, the STC Subsidiaries or any of their respective officers, employees or agents (during the term of such person's employment by STC or any STC Subsidiary or while acting as an agent of STC or any STC Subsidiary, or, to STC's knowledge, prior to such employment) has made any untrue statement of a material fact or fraudulent statement to the FDA or any similar Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or similar Governmental Entity, or committed an act, made a statement or failed to make a statement that could reasonably be expected to provide a basis for the FDA or similar Governmental Entity to invoke its policy respecting "Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities" or similar governmental policy or Law.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all franchises, authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company and the Material Adverse Effect. No suspension or cancellation of any Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary Permits is not in default under, andpending or, to the knowledge of the Company, threatened in writing and no condition exists thatsuch suspension or cancellation will result from the transactions contemplated by this Agreement, with in each case except as would not, individually or without noticein the aggregate, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such have a Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMaterial Adverse Effect. (b) Since January 1, 2021 the The Company and each of the Company Subsidiaries has been, and each currently is, is in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subjectassets, in each case, case except for such noncompliance as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation, review or audit proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiary Subsidiaries or their operations is pending or, to the knowledge of the Company’s knowledge, threatened in writing against writing, and, to the Company or any Company SubsidiaryCompany’s knowledge, except for such investigations, reviews and audits no Governmental Entity has indicated an intention to conduct the outcomes of whichsame. (c) Except as would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor, to the Company’s knowledge, any director, officer or employee of the Company or any of the Company Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. (a) Except Parent and each of its Subsidiaries are in compliance, and have been operated in compliance, in all material respects, with all Applicable Law, including, if any to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not have a Company Parent Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company . Neither Parent nor any of the Company its Subsidiaries has received any written notice or, to the Knowledge of Parent, oral notification from a Governmental Authority of any Governmental Entity threatening material non-compliance with any Applicable Law, which non-compliance would result in a Parent Material Adverse Effect. Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to revoketime) or reports that it has filed with the SEC under the Exchange Act, suspendthe Securities Act and other Applicable Laws, modify or cancel if any, other than any Company Permitnon-compliance that would not have a Parent Material Adverse Effect. (b) Since January 1, 2021 the Company and each None of the Company Parent or its Subsidiaries has been, and each currently is, is in compliance with all Laws default or violation of any (i) Law applicable to the Company, the Company Parent or any of its Subsidiaries or (ii) Permits necessary for Parent and its Subsidiaries to carry on their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each caseas now being conducted, except for any such noncompliance as defaults or violations that would not have a Company Parent Material Adverse Effect. (c) Parent has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. No investigationThere have been no “Material Compliance Matters” for Parent, review or audit by any Governmental Entity with respect as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company Parent Board and satisfactorily remedied or any Company Subsidiary is pending or, to are in the knowledge process of the Company, threatened in writing against the Company being remedied or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichthose that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (d) Parent and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not have a Company Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would have a Parent Material Adverse Effect. (e) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser is subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (f) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, the Parent Board and any committees of the Parent Board. (g) Notwithstanding the foregoing, no representation or warranty in this Section 4.5 is made with respect to Parent SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Parent SEC Documents; Financial Statements; Enforcement Actions), Section 4.8 (Disclosure Controls and Procedures), Section 4.14 (Trademarks, Patents and Copyrights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Sorin and each Company Sorin Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) material Permits necessary for the Company Sorin and each Company Sorin Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Sorin Permits”), and (i) all except where the failure to possess such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Sorin Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not reasonably be expected to have a Company Sorin Material Adverse Effect. All Sorin Permits are in full force and effect, except where the failure to be in full force and effect of any Sorin Permits, individually or in the aggregate, would not reasonably be expected to have a Sorin Material Adverse Effect, and none of Sorin or the Sorin Subsidiaries is in default or violation of any such Sorin Permit, except where such default or violation, individually or in the aggregate, would not reasonably be expected to have a Sorin Material Adverse Effect. Neither Sorin nor any Sorin Subsidiary has received any written notice during the period beginning on the date that is three (3) years prior to the date of this Agreement from any Governmental Entity (i) threatening to suspend, revoke, withdraw, modify or limit in any material and adverse respect any Sorin Permit or (ii) that would reasonably be expected to lead to the denial of any application for marketing approval or clearance currently pending before the FDA or any other Governmental Entity, except where such notice, individually or in the aggregate, would not reasonably be expected to have a Sorin Material Adverse Effect. (b) Sorin and each Sorin Subsidiary is in compliance with (and since January 1, 2012 or, if later, its respective date of formation or organization, has been in compliance with) all Health Care Laws applicable to their respective businesses or operations, except where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Sorin Material Adverse Effect. (c) Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Sorin Material Adverse Effect, the design, development, investigation, manufacture, testing, sale, marketing and distribution of medical devices by or, to the knowledge of Sorin, on behalf of Sorin is being, and has been since January 1, 2012, conducted in material compliance with all applicable Health Care Laws, including, without limitation, requirements relating to clinical and non-clinical research, product approval or clearance, premarketing notification, labeling, advertising and promotion, record-keeping, adverse event reporting, reporting of corrections and removals, and current good manufacturing practices for medical device products. (d) Since January 1, 2012, all reports, documents, claims, permits, notices and reports of adverse events required to be filed, maintained or furnished to the FDA or any other Governmental Entity by Sorin and the Sorin Subsidiaries have been so filed, maintained or furnished in a timely manner, except where failure to file, maintain or furnish such reports, documents, claims, permits, notices or adverse event reports has not had and would not reasonably be expected to have, individually or in the aggregate, a Sorin Material Adverse Effect. All such reports, documents, claims, permits and notices were complete and accurate in all respects on the date filed (or were corrected in or supplemented by a subsequent filing), except as would not, individually or in the aggregate, reasonably be expected to have a Sorin Material Adverse Effect. To the knowledge of Sorin, neither Sorin nor any of the Sorin Subsidiaries, nor any officer, employee, agent or distributor of Sorin or any of the Sorin Subsidiaries, has made an untrue statement of a material fact or a fraudulent statement to the FDA or any other Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity, or committed an act, made a statement, or failed to make a statement, in each such case, related to the business of Sorin or any of the Sorin Subsidiaries, that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the FDA or any other Governmental Entity to invoke any similar policy. Neither Sorin nor any of the Sorin Subsidiaries, nor, to the knowledge of Sorin, any officer, employee, agent or distributor of Sorin or any of the Sorin Subsidiaries, has been debarred or convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Law or authorized by 21 U.S.C. § 335a(b) or any similar Law. Neither Sorin nor any of the Sorin Subsidiaries, nor, to the knowledge of Sorin, any officer, employee, agent or distributor of Sorin or any of the Sorin Subsidiaries, has been debarred, suspended, or excluded from participation in any federal health care program or convicted of any crime or engaged in any conduct for which such person could be excluded from participating in any federal health care program under Section 1128 of the Social Security Act of 1935, as amended, or any similar Law or program. Neither Sorin nor any of the Sorin Subsidiaries is party to or has any reporting or disclosure obligations under any CIA, DPA, NPA, monitoring agreement, consent decree, plans of correction, settlement order, or similar agreement with or imposed by a Governmental Entity. (e) None of Sorin, any of the Sorin Subsidiaries or, to the knowledge of Sorin, any of their respective Representatives, have engaged in any activities which are cause for or have resulted in criminal or material civil penalties against, or mandatory or permissive exclusion of, Sorin or any of the Sorin Subsidiaries from Medicare, Medicaid, or any other federal health care program under any Health Care Law, the Federal Employees Health Benefits Program statute, or the regulations promulgated pursuant to such statutes or related foreign, state or local statutes or regulations. (f) Sorin and, to Sorin’s knowledge, any contract manufacturers assisting in the manufacture of medical devices or medical device components are, and, since January 1, 2012, have been, in compliance with FDA’s device registration and listing requirements to the extent required by applicable Health Care Laws insofar as they pertain to the manufacture of medical devices or medical device components for Sorin, except as has not and would not reasonably be expected to have, individually or in the aggregate, a Sorin Material Adverse Effect. Sorin has not received written notification of any pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Entity, including, without limitation, the Centers for Medicare & Medicaid Services, the U.S. Department of Health and Human Services Office of Inspector General, the U.S. Department of Health and Human Services Office for Civil Rights, the U.S. Department of Justice, or any comparable state or federal Governmental Entity alleging potential or actual non-compliance by, or liability of, Sorin under any Health Care Law. (g) Sorin has not received any written notice or other communication from the FDA or any other Governmental Entity contesting the pre-market clearance or approval of any of the Sorin medical device products, or alleging that the labeling and promotion of any of the Sorin medical device products fail to comply with Health Care Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Sorin Material Adverse Effect. No manufacturing site for the manufacture of the Sorin medical device products or their components (whether Sorin-owned or operated or that of a contract manufacturer for any medical device products or related components) has, since January 1, 2012, been subject to a Governmental Entity (including the FDA) shutdown or import or export prohibition. Neither Sorin nor, to Sorin’s knowledge, any manufacturing site for the manufacture of any Sorin medical device products or related components of Sorin medical device products (whether Sorin-owned or operated or that of a contract manufacturer for the medical device products or related components) has received, since January 1, 2012, any FDA Form 483 or other Governmental Entity notice of inspectional observations or adverse findings, “warning letters,” “untitled letters” or similar correspondence or notice from the FDA or other Governmental Entity alleging or asserting noncompliance with any applicable Health Care Laws or Sorin Permits or alleging a lack of safety or effectiveness from the FDA or any other Governmental Entity, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Sorin Material Adverse Effect, and to Sorin’s knowledge, there is no such action or proceeding pending or threatened. (h) Since January 1, 2012, to the knowledge of Sorin, in no clinical trial directly conducted or sponsored by Sorin or any of the Sorin Subsidiaries, or in which Sorin or any of the Sorin Subsidiaries has participated, has the FDA, Institutional Review Board or equivalent approval, to the extent such approval is required to be obtained or maintained by Sorin or any of the Sorin Subsidiaries, been suspended or terminated for material safety reasons. (i) Since January 1, 2012, each of Sorin and the Sorin Subsidiaries have neither voluntarily nor involuntarily initiated, conducted or issued, caused to be initiated, conducted or issued any “Class I” recall or material field corrective action, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator notice, or similar notice or action to wholesalers, distributors, retailers, healthcare professionals or patients relating to an alleged lack of material safety, efficacy or regulatory compliance of any Sorin medical device products nor is Sorin or any Sorin Subsidiary currently considering initiating, conducting or issuing any “Class I” recall of any Sorin medical device product. To the knowledge of Sorin, there are no facts which are reasonably likely to cause, and Sorin has not received since January 1, 2012 any written notice from the FDA or any other Governmental Entity (i) requesting or requiring a “Class I” recall of any Sorin medical device products sold or intended to be sold by Sorin or the Sorin Subsidiaries, (ii) proposing or instituting a change in the marketing classification or a material change in the labelling of any such Sorin medical device products, (iii) requiring a termination, enjoinment or suspension of the manufacturing, marketing, or distribution of such Sorin medical device products, or (iv) implementing an adverse change in reimbursement status of a Sorin medical device product; in each case, except as would not reasonably be expected to have a Sorin Material Adverse Effect. (j) Sorin’s and the Sorin Subsidiaries’ past and present collection, use, analysis, disclosure, retention, storage, security and dissemination of Personal Information comply (and since January 1, 2012 have complied) with (i) any and all applicable Laws, including Information Privacy and Security Laws, (ii) business associate agreements to which Sorin or any of its Subsidiaries is a party and (iii) Sorin’s and the Sorin Subsidiaries’ privacy policies, except, in each case, as would not reasonably be expected to have a Cyberonics Material Adverse Effect. To the extent required by applicable Law, each of Sorin and the Sorin Subsidiaries have posted in accordance with Information Privacy and Security Laws a privacy policy governing its use of Personal Information on its website and has complied at all times with such privacy policy, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sorin Material Adverse Effect. (k) Sorin and the Sorin Subsidiaries are in compliance with all applicable Laws relating to (i) the privacy of users of Sorin products or services and all Internet websites owned, maintained or operated by Sorin or any Sorin Subsidiary and (ii) the collection, storage, processing, use and transfer of, and provision of notice of breach regarding, any personally identifiable information, except in the case of each of clause (i) and (ii), where the failure to be in compliance with such applicable Laws would not reasonably be expected to have, individually or in the aggregate, a Sorin Material Adverse Effect. No claims are pending or, to the knowledge of Sorin, are threatened in writing against Sorin or any of the Sorin Subsidiaries by any person alleging a violation of such applicable Laws referred to in the foregoing sentence or by any person alleging a violation of such person’s privacy or confidentiality rights or rights relating to Personal Information, except for any such claim that would not reasonably be expected to have, individually or in the aggregate, a Sorin Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of Powertel and the Company and each Company Subsidiary Powertel Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, certificatescharters, easements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for Powertel or any of the Company and each Company Subsidiary Powertel Subsidiaries to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (the “Company "Powertel Permits”"), and (i) all such Company except where the failure to have any of the Powertel Permits are could not, individually or in full force and effectthe aggregate, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default undera Material Adverse Effect on Powertel, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with suspension or without notice, or lapse cancellation of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Powertel Permits is pending or, to the knowledge of the CompanyPowertel, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigations, reviews and audits where the outcomes suspension or cancellation of whichany of the Powertel Permits could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powertel. The business of Powertel and the Powertel Subsidiaries is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations that could not reasonably be expected to have a Material Adverse Effect on Powertel or prevent or materially delay the consummation of the Reorganization. None of the representations and warranties made in this Section 2.09 are being made with respect to Environmental Laws. (b) Except as set forth in Item 2.09 of the Powertel Letter: (i) Powertel and each of the Powertel Subsidiaries holds, and is qualified and eligible to hold, all material licenses, permits and other authorizations issued or to be issued by the FCC to such entity for the operation of their respective businesses, all of which are set forth in Item 2.09 of the Powertel Letter (the "Powertel FCC Licenses"). Each of the Powertel FCC Licenses that is subject to restrictions under Section 310(b) of the Communications Act is held by a Powertel Subsidiary. (ii) The Powertel FCC Licenses are valid and in full force and effect, and neither Powertel nor any of the Powertel Subsidiaries is or has been delinquent in payment on or in default under any installment obligation owed to the United States Treasury in connection with the Powertel FCC Licenses. As used herein, the term "full force and effect" means that (A) the orders issuing the Powertel FCC Licenses have become effective, (B) no stay of effectiveness of such orders has been issued by the FCC, and (C) the Powertel FCC Licenses have not been invalidated by any subsequent published FCC action. (iii) All material reports and applications required by the Communications Act or required to be filed with the FCC by Powertel or any of the Powertel Subsidiaries have been filed and are accurate and complete in all material respects. (iv) Powertel and the Powertel Subsidiaries are, and have been, in compliance in all material respects with, and the wireless communications systems operated pursuant to the Powertel FCC Licenses are and have been operated in compliance in all material respects with, the Communications Act. (v) There is not pending or, to Powertel's knowledge, threatened, as of the date hereof any application, petition, objection, pleading or proceeding with the FCC or any public service commission or similar body having jurisdiction or authority over the communications operations of Powertel or any of the Powertel Subsidiaries which is reasonably likely to result in the revocation, cancellation, suspension, dismissal, denial or any materially adverse modification of any Powertel FCC License or imposition of any substantial fine or forfeiture against Powertel or any of the Powertel Subsidiaries. (vi) No facts are known to Powertel or the Powertel Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any Powertel FCC License could be revoked, cancelled, suspended or materially adversely modified or that any substantial fine or forfeiture could be imposed against Powertel or any of the Powertel Subsidiaries. (vii) Powertel and the Powertel Subsidiaries have not made any material misstatements of fact, or omitted to disclose any fact, to any Government Entity or in any report, document or certificate filed therewith, which misstatements or omissions, individually or in the aggregate, could reasonably be expected to subject any Powertel FCC Licenses to revocation or failure to renew, except to the extent that such revocation or failure to renew would not have a Company Material Adverse EffectEffect on Powertel or the transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company (i) Parent and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsfranchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company Parent and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Parent Permits”), and (iii) all such Company Parent Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) as of the Company and each Company Subsidiary date of this Agreement, no suspension, cancelation, withdrawal or revocation thereof is not in default under, andpending or, to knowledge the Knowledge of Parent, threatened, except where the Companyfailure to be in possession of, no condition exists thatfailure to be in full force and effect or the suspension, with cancelation, withdrawal or without noticerevocation thereof (A) has not had, or lapse of time, or both, and would constitute a default under, or would not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellation, modification, termination or revocation of, any such Company Permit, a Material Adverse Effect on Parent and (ivB) neither would not reasonably be expected to, individually or in the Company nor aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMerger and the other transactions contemplated by this Agreement. (b) Since January 1, 2021 the Company 2023, Parent and each of the Company its Subsidiaries has been, have been and each currently is, are in compliance with (i) all applicable Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with (ii) all Orders to which the Company or the Company Subsidiaries are subject, in each caseParent Permits, except for where any failure to be in such noncompliance as compliance (A) has not had, and would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect reasonably be expected to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichhave, individually or in the aggregate, a Material Adverse Effect on Parent and (B) would not have reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since January 1, 2023, through the date of this Agreement, none of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers or employees, has received any written or, to the Knowledge of Parent, oral notification from a Company Governmental Authority asserting that Parent or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Parent Permits, except where any failure to be in such compliance (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Parent and (ii) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, the Company each of Parent and each Company Subsidiary is its Subsidiaries is, and since January 1, 2012, has been, in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) Permits necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Parent Permits”), and (i) all such Company Parent Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance . Except as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect, no suspension or cancellation of any of the Parent Permits is pending or threatened, and no such suspension or cancellation will result from the Transactions. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with, (i) all Laws applicable to Parent or such Subsidiary or by which any of the Parent Assets is bound and (ii) all Parent Permits. Neither Parent nor any of its Subsidiaries is subject to any Order of, or any continuing, pending or threatened in writing (i) formal investigation or (ii) formal inquiry by, any Governmental Entity. (c) Without limiting the generality of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries is, and since January 1, 2012 has been, in compliance with (i) the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder, (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (iii) the United Kingdom Bribery Act of 2010, as amended, and any rules and regulations promulgated thereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, none of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers, employees or agents, does any business with or involving the government of, any person or project located in any country targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Assets Control, or knowingly supports or facilitates any such business or project, in each case other than as permitted under such economic sanctions. None of Parent or any of its Subsidiaries has received any written notice of violation (or allegation of violation) of such sanctions from any Governmental Entity. This Section 4.16 does not relate to the Parent SEC Reports, financial statements or compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (as associated rules and regulations), which are the subject of Section 4.9 and Section 4.10 and Section 4.11.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsmaterial franchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof has not had, and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) Since December 31, 2014, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Since December 31, 2014 through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with any Laws or Company Permits, except where any failure to be in such compliance has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Each Group Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for the such Group Company and each Company Subsidiary to own, lease lease, operate and operate use its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (other than those the “Company Permits”)lack thereof would not, and (i) all such Company Permits are individually or in full force and effectthe aggregate, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse EffectEffect (the “Material Company Permits”). No investigation, review suspension or audit by cancellation of any Governmental Entity with respect to of the Material Company or any Company Subsidiary Permits is pending or, to the knowledge of the Company, threatened threatened, except, in writing against each case, where the suspension or cancellation of any Material Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichPermit would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured, except for any non-compliance that would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. (e) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to: (i) any Governmental Official in order to improperly (A) influence any act or decision of any Governmental Official, (B) induce such Governmental Official to use his or its influence with a Governmental Authority or (C) otherwise secure any improper advantage. (ii) any other person in any manner that would constitute commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law. (f) No Governmental Official or Governmental Entity presently owns an interest, whether direct or indirect, in any Group Company or has any legal or beneficial interest in the Company or to payments made to the Company pursuant to this Agreement. (g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws and generally accepted accounting principles. (h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated or is operated not in compliance with, any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation. (i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened.

Permits; Compliance with Laws. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and each Company Subsidiary its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permitseasements, variances, exceptions, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity (each, a “PermitPermits”) necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance . Except as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichreasonably be expected, individually or in the aggregate, to result in a material liability to the Company and its Subsidiaries or otherwise interfere in any material respect with the conduct of their respective businesses as now being conducted, no suspension or cancellation of any of the Company Permits is pending or threatened, and no such suspension or cancellation will result from the transactions contemplated by this Agreement. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability to the Company and its Subsidiaries or otherwise interfere in any material respect with the conduct of their respective businesses as now being conducted, neither the Company nor any of its Subsidiaries is, or has been since January 1, 2011, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Permits. (c) None of the Company, any of its Affiliates or, to the Knowledge of the Company, any of their respective directors, officers, employees, consultants, sales representatives, distributors, agents or any other Person acting for or on behalf of the Company or any of its Affiliates, has (i) used any funds for unlawful contributions, gifts, bribes, rebates, payoffs, influence payments, kickbacks, entertainment or other unlawful payments relating to political activity or (ii) violated any applicable money laundering or anti-terrorism Law. The Company and its Affiliates and, to the Knowledge of the Company, their respective directors, officers, employees and, to the Knowledge of the Company, consultants, sales representatives, distributors, agents and business partners have a complied at all times, and are in compliance, with all applicable U.S. and non-U.S. anti-corruption laws with respect to the Company, including, but not limited to, the U.S. Foreign Corrupt Practices Act, as amended (15 U.S.C. §§ 78dd-1 et seq.). In this regard, the Company Material Adverse Effectand its Affiliates and, to the Knowledge of the Company, their respective directors, officers, employees, consultants, sales representatives, business partners, distributors, agents or any other Person acting for or on behalf of the Company or any of its Affiliates, have not given, offered, agreed or promised to give, or authorized the giving directly or indirectly, of any money or other thing of value to anyone as an inducement or reward for favorable action or forbearance from action or the exercise of influence. (d) Since September 1, 2007, none of the Company or its Subsidiaries has intentionally or, to the Knowledge of the Company, otherwise violated the Arms Export Control Act (22 U.S.C. § 2778), the International Traffic in Arms Regulation (22 C.F.R. §§ 120 et seq.), the Export Administration Regulations (15 C.F.R. §§ 730 et seq.), the International Emergency Economic Powers Act, all Laws and Orders promulgated under the authority of such statutes, and all Laws and Orders that are administered by OFAC (collectively, the “Export Control Laws”). Since September 1, 2007, none of the Company or any of its Subsidiaries has received any written or, to the Knowledge of the Company, other communication that alleges that the Company or any of its Subsidiaries is not, or may not be, in compliance with, or has or may have, any liability under, the Export Control Laws.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) except where the Company failure to hold, or the failure to be in full force and the Company Subsidiaries areeffect of, and have been since January 1, 2021, in compliance with the terms and requirements of such any Company Permits, (iii) individually or in the Company aggregate, has not had and each Company Subsidiary is would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such have a Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Material Adverse Effect. The Company and each of the Company Subsidiaries is, and since January 1, 2009 has been, and each currently in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company or any Company Subsidiary is, or since January 1, 2009 has been, in compliance with all Laws conflict with, default under or violation of any Law applicable to the CompanyCompany or any Company Subsidiary, the Company Subsidiaries and their respective businesses and activities and properties or assets owned by which any property or used by them and with all Orders to which asset of the Company or the any Company Subsidiaries are subject, in each caseSubsidiary is bound or affected, except for such noncompliance as any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation, review or audit investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending orpending, nor, to the knowledge of the Company, threatened in writing against has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company or any Company Subsidiary, except for individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, none of the Company or any of the Company Subsidiaries have received any notice or communication of any noncompliance with any such investigationsLaws that has not been cured which, reviews and audits if determined adversely to the outcomes of whichCompany or any Company Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Parent and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with or without noticeall Applicable Laws, or lapse of timeincluding, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, if and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Companyextent applicable, the Investment Company Subsidiaries Act, the Securities Act and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance Exchange Act other than as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any Applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries are in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and other Applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Parent is in compliance with Section 61 of the Investment Company Act and as of the date hereof Parent’s asset coverage ratio calculated in accordance with Section 18 of the Investment Company Act is above 150%. (d) Neither Parent nor any of its Subsidiaries is in default or violation of any (i) Law applicable to Parent or any of its Subsidiaries or (ii) Permits necessary for Parent and its Subsidiaries to carry on their respective businesses as now being conducted, except for any such defaults or violations that would not have a Company Parent Material Adverse Effect. (e) Parent has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (f) Parent and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Laws as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (h) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, the Parent Board and any committees of the Parent Board. (i) Notwithstanding the foregoing, no representation or warranty in this Section 4.5 is made with respect to Parent SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Parent SEC Documents; Financial Statements; Enforcement Actions), Section 4.8 (Disclosure Controls and Procedures), Section 4.13 (Employee Matters), Section 4.14 (Trademarks, Patents and Copyrights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effectwith respect to Environmental Laws, Taxes and regulatory compliance, which are the subjects of Section 3.07, Section 3.09, Section 3.11 and Section 3.12, the Company and each Company Subsidiary Business is in compliance in all material respects with all Laws and Governmental Orders applicable to it, its properties or other assets or its business or operations. (b) The Business has in effect and in possession of all grants, approvals, clearances, authorizations, certificates, filings, franchises, licenses, notices, permits, certificatesregistrations, product listings, easements, variances, exceptions, exemptions, approvalsconsents, orders, registrations orders and clearances other authorizations of any or with all Governmental Entity (each, a “Permit”) Authorities necessary for the Company and each Company Subsidiary Business to own, lease and or operate its properties and assets, and to carry on its activities and operate its businesses operations as currently conducted with respect to Products in accordance with all Laws (the collectively, “Company Permits”), and (i) including all Permits under the FDCA, and, all such Company Permits are in full force and effect, (ii) except where the Company failure to have such Permits or their failure to be in full force and effect individually or in the Company Subsidiaries areaggregate would not be materially adverse to the Business or the Purchased Assets, and have been since taken as a whole. Since January 1, 20212017, in compliance with respect to the terms and requirements Business, there has not occurred any default (with or without notice or lapse of such Company Permits, (iiitime or both) the Company and each Company Subsidiary is not in default under, andor event giving to others any right of termination, to knowledge of the Company, no condition exists thatamendment or cancellation of, with or without notice, notice or lapse of time, time or both, or violation of, any Permit, except for any such default or violation that individually or in the aggregate has not had and would constitute a default under, or would not reasonably be expected to result inhave a Seller Material Adverse Effect. As of the date of this Agreement, any with respect to the Business or Purchased Assets, there is no suspension, cancellation, modification, termination withdrawal or revocation ofthereof that is pending or threatened in writing, or any such Company Permitfailure to comply with all Permits that would impair in any material respect the ability of Parent or its Affiliates to perform its obligations in accordance with this Agreement or to consummate the transactions, and (iv) neither or prevent or materially delay the Company nor consummation of any of the Company Subsidiaries has received any written notice from transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement, in and of itself, does not require the approval of any Governmental Entity threatening to revokeAuthority that has issued or authorized any Permit and would not cause the revocation or cancellation of any Permit, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, except in each case, except for such noncompliance case as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, aggregate would not reasonably be expected to have a Company Seller Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, the Company and each Company Subsidiary is in possession of its Subsidiaries hold all authorizationspermits, licenses, permits, certificatesfranchises, variances, exemptions, approvals, orders, registrations Orders and clearances approvals of any all Governmental Entity (each, a “Permit”) Entities that are necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its operation of their respective businesses as currently now being conducted (collectively, the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements no suspension or cancellation of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary Permits is pending or, to the knowledge of the Company, threatened threatened. The Company and its Subsidiaries are in writing against compliance with, and the Company or and its Subsidiaries have not received any notices of noncompliance with respect to, the Company SubsidiaryPermits and any Laws, except for such investigations, reviews and audits instances of noncompliance where neither the outcomes of whichcosts to comply nor the failure to comply, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect on the Company. Without limitation, during the three years prior to the date of this Agreement, none of the Company, any of its Subsidiaries or any director, officer, or employee of, or, to the knowledge of the Company, any agent or other Person associated with or acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly: (a) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (d) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (e) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries, except, in each case referred to in clauses (a) through (f), where such acts, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have been since January 1, 2021operated in compliance, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with or without noticeall Applicable Law, or lapse of timeincluding, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, if and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Companyextent applicable, the Investment Company Subsidiaries Act, the Securities Act, the Exchange Act and their respective businesses applicable rules and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subjectregulations of NASDAQ, in each case, except for such noncompliance other than as would not have a Company Material Adverse Effect. No investigationThe Company has not received any written or, review to the Knowledge of the Company, oral notification from a Governmental Authority of any material non-compliance with any Applicable Law, which non-compliance would result in a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries (i) are and, for the last three (3) years, have been at all times in compliance with the applicable money laundering statutes of all jurisdictions having jurisdiction over the Company and its Subsidiaries and (ii) have not, directly or audit by indirectly, taken any Governmental Entity with respect action that would cause the Company or its Subsidiaries to be in violation of the FCPA, or any other anticorruption or anti-bribery Laws applicable to the Company or its Subsidiaries, other than any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, non-compliance that would not have a Company Material Adverse Effect. (c) The Company is in compliance, and since it commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act, the Securities Act, the Investment Company Act and other Applicable Laws, if any, other than any non-compliance that would not have a Company Material Adverse Effect. (d) The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for the Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) The Company and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit the Company and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not have a Company Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not have a Company Material Adverse Effect. The Company has not received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would have a Company Material Adverse Effect. (f) No “affiliated person” (as defined under the Investment Company Act) of the Company or the Company Investment Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of the Company, threatened that would result in any such disqualification. (g) The minute books and other similar records of the Company contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of the Company, the Company Board and any committees of the Company Board. (h) The Company Investment Advisory Agreement has been duly approved, continued and at all times has been in compliance in all material respects with Section 15 of the Investment Company Act (to the extent applicable). Neither the Company nor the Company Investment Adviser is in default under the Company Investment Advisory Agreement, except where such default would not have a Company Material Adverse Effect. The Company Investment Advisory Agreement is a valid and binding obligation of the Company, except as would not have a Company Material Adverse Effect; provided that such enforcement may be subject to the Bankruptcy and Equity Exception. (i) The Company has made available to Parent a complete and correct copy of each material no-action letter and exemptive order issued by the SEC to the Company on which it relies in the conduct of its business as conducted on the date of this Agreement. The Company is in compliance in all material respects with any such material no-action letters and exemptive orders. (j) Notwithstanding the foregoing, no representation or warranty in this Section 3.5 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 3.6 (Company SEC Documents; Financial Statements; Enforcement Actions), Section 3.8 (Disclosure Controls and Procedures), Section 3.13 (Trademarks, Patents and Copyrights), Section 3.14 (Taxes), Section 3.16 (Real Property) and Section 3.17 (Environmental), respectively.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) except where the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, failure to knowledge of the Company, no condition exists that, with or without noticepossess, or lapse of timethe failure to be in full force and effect of, any Company Permits would not, individually or bothin the aggregate, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such have a Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMaterial Adverse Effect. (b) Since January 1, 2021 2016, the Company and each of the Company Subsidiaries has been, and each currently is, been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each caseactivities, except for such noncompliance as non-compliance that has not had, and would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) To the knowledge of the Company, neither the Company, nor the Company Subsidiaries, nor any of their respective employees, representatives or agents (in each case, acting in the capacity of an employee or representative of the Company or the Company Subsidiaries) has (i) used any funds (whether of the Company, the Company Subsidiaries or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or (iii) violated any provision of any Anti-Corruption Laws or any rules or regulations promulgated thereunder, anti-money laundering laws or any rules or regulations promulgated thereunder or any applicable Law of similar effect. Since January 1, 2016, the Company has not received any communication that alleges any of the foregoing.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of the Company and each Company Subsidiary its Subsidiaries holds and is (and has been during the past three years) in possession of compliance, in all authorizationsmaterial respects, licenses, with all permits, certificates, variances, exemptionslicenses, approvals, ordersregistrations, registrations waivers, exemptions and clearances other authorizations that are material to the Company or any of any Governmental Entity (eachits Subsidiaries and required for the use, a “Permit”) necessary for ownership and operation of the assets of the Company and each Company Subsidiary to own, lease its Subsidiaries and operate its properties and assets, and to carry on and operate its businesses as currently conducted the conduct of their business under applicable Laws (the “Company Permits”), and (i) all such Company . All of the Permits are valid and in full force and effecteffect and, (ii) during the prior three years, neither the Company nor any of its Subsidiaries or Affiliates has received any written notice of, and to the knowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation by, any Governmental Body with respect to, any material violation of, or any obligation to take material remedial action under, any Permits (other than any such violations that have been fully cured). (b) The Company and its Subsidiaries are, and have been since January 1, 2021during the prior three years, in compliance compliance, in all material respects, with the terms and requirements of such Company Permitsall applicable Laws that are, (iii) in each case, material to the Company and each Company Subsidiary is not in default under, and, to knowledge or any of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permitits Subsidiaries, and (iv) during the prior three years, neither the Company nor any of the Company its Subsidiaries or Affiliates has received any written notice from of any Governmental Entity threatening action or proceeding against it alleging any failure to revoke, suspend, modify or cancel comply in any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance material respect with all Laws any such applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse EffectLaws. No investigation, review or audit investigation by any Governmental Entity Body with respect to the Company or any Company Subsidiary of its Subsidiaries is pending or, to the knowledge of the Company, threatened in writing against threatened, and during the prior three years, neither the Company nor any of its Subsidiaries or Affiliates has received any Company Subsidiarywritten notice of any such investigation, except except, in each case, for any such investigations, reviews and audits the outcomes of which, individually or in the aggregate, investigation that would not have reasonably be expected to be material to the Company and its Subsidiaries taken as a Company Material Adverse Effectwhole.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, set forth in Schedule 4.01(g)(i) and except for the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, registrations franchises, certifications and clearances that are the subject of Section 4.01(k), which are addressed solely in that Section, Contributor or the applicable Property Owner is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Entity (each, a “Permit”) Authority necessary for the Company and each Company Subsidiary them to own, lease and and, to the extent applicable, operate its properties and assets, the Lighthouse Acquisition Properties and to carry on and operate its their businesses substantially as currently they are being conducted as of the Effective Date (collectively, the “Company Permits”), and (i) all . All such Company Permits are valid and in full force and effect, (ii) except where the Company failure to be in full force and effect or to possess, obtain or maintain the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) or the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with suspension or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation cancellation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as Permits would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Properties Material Adverse Effect. Neither Contributor nor any of its subsidiaries has taken any action that would reasonably be expected to result in the revocation of any Permit and no suspension or cancellation of any Permits is pending, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Properties Material Adverse Effect. (ii) Except as set forth in Schedule 4.01(g)(ii), neither Contributor nor any of its subsidiaries is in conflict with, or in default, breach or violation of, (i) any Laws applicable to Contributor or its subsidiaries by which any Lighthouse Acquisition Property is bound or (ii) any Permit, except for any such conflicts, defaults, breaches or violations which would not, individually or in the aggregate, reasonably be expected to have a Properties Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, the Company and each Company Subsidiary is its Subsidiaries have in possession of effect all authorizationscertificates, permits, licenses, permits, certificates, variances, exemptionsfranchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “PermitPermits”) that are necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses as currently conducted (conducted. Except as would not reasonably be expected to have, individually or in the “Company Permits”)aggregate, and (i) all such Company Permits are in full force and effecta Material Adverse Effect, (ii) each of the Company and the Company its Subsidiaries areis, and have been since January March 1, 20212017 has been, in compliance with all applicable Laws and Judgments. As of the terms and requirements date of such Company Permitsthis Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (iiii) to the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company its Subsidiaries has received any written notice communication since March 1, 2017, from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 person that alleges that the Company and each or any of its Subsidiaries is not in compliance with, or is subject to liability under, any Permit, Law or Judgment or relating to the Company Subsidiaries has beenrevocation or modification of any Permit, and each currently is, in compliance with all Laws applicable (ii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries and their respective businesses and activities and properties has received any notice that any investigation or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity is pending with respect to the Company or any Company Subsidiary is pending or, to the knowledge of its Subsidiaries or any of the Company, threatened in writing against assets or operations of the Company or any Company Subsidiary, except for of its Subsidiaries or that any such investigations, reviews and audits the outcomes of which, individually investigation or in the aggregate, would not have a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of VoiceStream and the Company and each Company Subsidiary VoiceStream Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, certificatescharters, easements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for VoiceStream or any of the Company and each Company Subsidiary VoiceStream Subsidiaries to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (the “Company "VoiceStream Permits”"), and (i) all such Company Permits are in full force and effect, (ii) except where the Company and the Company Subsidiaries are, and failure to have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revokeVoiceStream Permits could not, suspendindividually or in the aggregate, modify or cancel any Company Permit. (b) Since January 1have a Material Adverse Effect on VoiceStream and, 2021 the Company and each as of the Company Subsidiaries has beendate of this Agreement, and each currently is, in compliance with all Laws applicable to no suspension or cancellation of any of the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary VoiceStream Permits is pending or, to the knowledge of the CompanyVoiceStream, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigations, reviews and audits where the outcomes suspension or cancellation of whichany of the VoiceStream Permits could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on VoiceStream. The business of VoiceStream and the VoiceStream Subsidiaries is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations that could not reasonably be expected to have a Material Adverse Effect on VoiceStream or prevent or materially delay the consummation of the Reorganization. (b) Except as set forth in Item 3.09 of the VoiceStream Letter: (i) VoiceStream and each of the VoiceStream Subsidiaries holds, and is qualified and eligible to hold, all material licenses, permits and other authorizations issued or to be issued by the FCC to such entity for the operation of their respective businesses, all of which are set forth in Item 3.09 of the VoiceStream Letter (the "VoiceStream FCC Licenses"). (ii) The VoiceStream FCC Licenses are valid and in full force and effect, and neither VoiceStream nor any of the VoiceStream Subsidiaries is or has been delinquent in payment on or in default under any installment obligation owed to the United States Treasury in connection with the VoiceStream FCC Licenses. As used herein, the term "full force and effect" means that (A) the orders issuing the VoiceStream FCC Licenses have become effective, (B) no stay of effectiveness of such orders has been issued by the FCC, and (C) the VoiceStream FCC Licenses have not been invalidated by any subsequent published FCC action. (iii) All material reports and applications required by the Communications Act or required to be filed with the FCC by VoiceStream or any of the VoiceStream Subsidiaries have been filed and are accurate and complete in all material respects. (iv) VoiceStream and the VoiceStream Subsidiaries are, and have been, in compliance in all material respects with, and the wireless communications systems operated pursuant to the VoiceStream FCC Licenses are and have been operated in compliance in all material respects with, the Communications Act. (v) There is not pending or, to VoiceStream's knowledge, threatened, as of the date hereof any application, petition, objection, pleading or proceeding with the FCC or any public service commission or similar body having jurisdiction or authority over the communications operations of VoiceStream or any of the VoiceStream Subsidiaries which is reasonably likely to result in the revocation, cancellation, suspension, dismissal, denial or any materially adverse modification of any VoiceStream FCC License or imposition of any substantial fine or forfeiture against VoiceStream or any of the VoiceStream Subsidiaries. (vi) No facts are known to VoiceStream or the VoiceStream Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any VoiceStream FCC License could be revoked, cancelled, suspended or materially adversely modified or that any substantial fine or forfeiture could be imposed against VoiceStream or any of the VoiceStream Subsidiaries. (vii) VoiceStream and the VoiceStream Subsidiaries have not made any material misstatements of fact, or omitted to disclose any fact, to any Government Entity or in any report, document or certificate filed therewith, which misstatements or omissions, individually or in the aggregate, could reasonably be expected to subject any material VoiceStream FCC Licenses to revocation or failure to renew, except to the extent that such revocation or failure to renew would not have a Company Material Adverse EffectEffect on VoiceStream or the transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is of its Subsidiaries has in possession of effect all rights, approvals, authorizations, registrations, certifications, filings, franchises, licenses, permits, certificatesconsents, variances, exemptions, approvalswaivers, ordersOrders, registrations notices and clearances of any permits of, with or provided by all Governmental Entity Entities and third parties (eachcollectively, a “PermitPermits”) necessary for the Company and each Company Subsidiary it to own, lease and or operate its properties respective properties, rights and assets, other assets and to carry on its business and operate its businesses operations as currently conducted (conducted, except where the “Company failure to have any of such Permits”), individually or in the aggregate, has not had and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and would not reasonably be expected to have been since a Material Adverse Effect. Since January 1, 20212010, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in no default under, andor violation of, any such Permit has occurred, except for any such default or violation that, individually or in the aggregate, has not had and would not reasonably be expected to knowledge have a Material Adverse Effect. To the Knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inthere has not been threatened, any suspension, cancellationrevocation, modification, termination cancellation or revocation of, transfer of any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichPermit that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, each of the Company and its Subsidiaries and, to the Knowledge of the Company, each third-party operator of any of the Oil and Gas Interests (with respect to such Interests) is, and since January 1, 2009 has been, in compliance with applicable Law and Orders. (c) Each of the Company and its Subsidiaries (i) is in compliance in all material respects with the U.S. Foreign Corrupt Practices Act (the “Foreign Corrupt Practices Act”) and any other U.S. or foreign Laws concerning corrupt payments applicable to the Company or its Subsidiaries and (ii) to the Knowledge of the Company, between January 1, 2009 and the date of this Agreement, none of the Company and its Subsidiaries has been investigated by any Governmental Entity with respect to, or given notice by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act or any other U.S. or foreign Laws concerning corrupt payments.

Permits; Compliance with Laws. (a) Except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (i) the Company and each Company Subsidiary is are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, ordersproduct listings, registrations registrations, Orders and clearances of other authorizations, including any Governmental Entity (eachsupplements and amendments thereto, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (iiiii) the there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company PermitsPermit, (iiiiv) the Company and each Company Subsidiary no modification, suspension, cancellation, withdrawal or revocation thereof is not in default under, andpending or, to knowledge the Knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, threatened and (ivv) neither the Company nor any consummation of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify transactions contemplated hereby will not cause the revocation or cancel cancellation of any Company Permit. (b) Since January 1The Company, 2021 the each Company Subsidiary and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses directors, officers and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending oremployees, to the knowledge extent acting on behalf of the Company, threatened in writing against the Company or any Company Subsidiary, have been, since January 1, 2020, in compliance with (i) all Laws and (ii) all Company Permits, except for where any failure to be in such investigationscompliance (A) has not had, reviews and audits the outcomes of whichwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (B) would not have reasonably be expected to prevent, materially impair or materially delay the ability of the Company to consummate the Merger and the other transactions contemplated hereby. (c) Since January 1, 2020, neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any of their respective directors, officers or employees, to the extent acting on behalf of the Company or any of the Company Subsidiaries, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance with any Laws or Company Permits, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of hold all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, ordersproduct listings, registrations registrations, clearances, Orders and clearances of other authorizations, including any Governmental Entity (eachsupplements and amendments thereto, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any Company Permit that is material to the Company. (b) The Company and each Company Subsidiary are, and have been since the Reference Date, in compliance with (i) all Laws and (ii) all Company Permits, except, for each of (i) and (ii), where any failure to be in such compliance (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (c) Since the Reference Date, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance with any Laws or Company Permits, except any such non-compliance that would not be reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the (i) The Company and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsfranchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse EffectEffect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) Since December 31, 2015, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since December 31, 2015, through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Company Permits, except where any failure to be in such compliance (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company (i) Parent and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsmaterial franchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company Parent and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Parent Permits”), and (iii) all such Company Parent Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the CompanyParent, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) Since December 31, 2015, Parent and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Parent Permits, except where any failure to be in such compliance (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse EffectEffect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since December 31, 2015 through the date of this Agreement, none of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers or employees, has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority asserting that Parent or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Parent Permits, except where any failure to be in such compliance (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not The Company and its Subsidiaries have a Company Material Adverse Effect, (whether directly or pursuant to Contracts in which third parties have effectively granted to the Company and each Company Subsidiary is or its Subsidiaries the rights of such third parties) in possession of effect all authorizationscertificates, permits, licenses, permits, certificates, variances, exemptionsfranchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “PermitPermits”) that are necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each caseconducted, except for where the failure to have such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichPermits, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2010, each of the Company and its Subsidiaries has been in compliance with, and to the Knowledge of the Company is not under investigation with respect to or has not been threatened to be charged with any violation of, the terms of its Permits and all applicable Laws and Judgments, except for those failures to be in compliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification since December 31, 2010 from any Governmental Entity that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any material Permit, Law or Judgment or relating to the revocation or modification of any material Permit. There is no Judgment outstanding against the Company or any of its Subsidiaries that is or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of the Company, any of its Subsidiaries, or to the Company’s Knowledge, any of their respective directors, officers, consultants, agents or other Persons acting for or on their behalf, has taken any action that would result in a violation in any material respect by such Person of the Foreign Corrupt Practices Act (15 U.S.C. §§ 78m(b), 78dd-1, 78dd-2, 78ff), The Bribery Act of 2010 of the United Kingdom, or any other anti-corruption or anti-bribery Law (but, in each case, only to the extent such Law is applicable to the Company, its Subsidiaries or such Persons). The Company has instituted and maintained policies and procedures designed to prevent such Persons from taking such actions (but, in each case, only to the extent such Law is applicable to the Company, its Subsidiaries or such Persons). (c) This Section 4.13 does not relate to environmental matters, employee benefit matters, labor relations matters or Tax matters.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is of its Subsidiaries have in possession of effect all approvals, authorizations, registrations, certifications, filings, franchises, licenses, permits, certificatesconsents, variances, exemptions, approvals, orders, registrations notices and clearances of any permits of, with or provided by all Governmental Entity (each, a “Permit”) Entities and third parties necessary for the Company and each Company Subsidiary it to own, lease and or operate its properties properties, rights and assets, other assets and to carry on its business and operate its businesses operations as currently conducted (the collectively, “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) except where the Company and the Company Subsidiaries are, and failure to have been since January 1, 2021, in compliance with the terms and requirements any of such Company Permits, (iii) individually or in the Company aggregate, has not had and each Company Subsidiary is would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigationdefault under, review or audit by violation of, any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiarysuch Permit has occurred, except for any such investigationsdefault or violation that, reviews individually or in the aggregate, has not had and audits would not reasonably be expected to have a Material Adverse Effect. The consummation of the outcomes Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement, in and of whichthemselves, would not cause, and to the Company’s Knowledge there has not been threatened in writing, any revocation, modification, cancellation or transfer of any such Permit that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, since December 31, 2009, (i) each of the Company and its Subsidiaries is and has been in compliance with all Laws and Orders applicable to it, its properties, rights or other assets or its businesses or operations, (ii) neither the Company nor any of its Subsidiaries has received any written communication from a Governmental Entity that alleges that the Company nor any of its Subsidiaries is not in compliance with any Law and (iii) to the Company’s Knowledge, as of the date hereof, none of the officers, directors, or agents (in their capacity as such) of the Company or any of its Subsidiaries is or has been in violation of any Law applicable to its properties, rights or other assets or its businesses or operations relating to (A) the use of corporate funds for political activity or for the purpose of obtaining or retaining business, (B) payments to government officials from corporate funds, or (C) bribes, rebates, payoffs, influence payments, kickbacks or the provision of similar benefits. (c) The Company and its Subsidiaries (i) are in compliance and have been in compliance in all material respects with the United States Foreign Corrupt Practices Act (the “Foreign Corrupt Practices Act”) and any other United States or foreign Laws concerning corrupt payments; and (ii) between January 1, 2009 and the date of this Agreement, the Company has not been investigated by any Governmental Entity with respect to, or given notice by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act or any other United States or foreign Laws concerning corrupt payments.

Permits; Compliance with Laws. (a) Except as would not have a The Company Material Adverse Effectand, to the Company Company’s knowledge, each of the Company’s directors, officers, key employees and each Company Subsidiary is in possession Persons performing management functions similar to officers and partners hold all permits, registrations, findings of all authorizationssuitability, licenses, permits, certificates, variances, exemptions, approvalscertificates of occupancy, orders, registrations orders and clearances approvals of any all Governmental Entity Entities (each, a “Permit”including all authorizations under Gaming Laws) necessary for to conduct the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted Business (the “Company Permits”), and (i) all such Company Permits are each of which is in full force and effect, except for such Company Permits the failure of which to hold would not, individually or in the aggregate, be reasonably likely to (iix) have a Company Material Adverse Effect or (y) materially impair or materially delay the Closing, and no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any of the Company Permits that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to (x) have a Company Material Adverse Effect or (y) materially impair or materially delay the Closing. All Company Permits that are material to the Business, and all permits of the Company Subsidiaries that are pending but not yet issued, are listed in Section 7.11(a) of the Company Disclosure Letter. The Company and, to the Company’s knowledge, the Company’s directors, officers, key employees and Persons performing management functions similar to officers and partners, are, and have been since January 1, 20212009 have been, in compliance with the terms and requirements of such the Company Permits, except for such failures to comply as would not, individually or in the aggregate, be reasonably likely to (iiix) have a Company Material Adverse Effect or (y) materially impair or materially delay the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company PermitClosing. The Business is, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since since January 1, 2021 the Company and each of the Company Subsidiaries 2009 has been, and each currently is, conducted in compliance accordance with all Laws applicable to Law (including the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each caseGaming Laws), except for such noncompliance as which, individually or in the aggregate, does not have and would not be reasonably likely to (x) have a Company Material Adverse EffectEffect or (y) materially impair or materially delay the Closing. No investigation, The Company has not received notice of any investigation or review or audit by any Governmental Entity with respect to the Company Real Property, the Business, the other Purchased Assets or any Company Subsidiary the Assumed Liabilities that is pending orpending, and, to the knowledge Company’s knowledge, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichwhich would not, individually or in the aggregate, would not be reasonably likely to (x) have a Company Material Adverse EffectEffect or (y) materially impair or materially delay the Closing. (b) Neither the Company nor, to the Company’s knowledge, any of the Company’s directors, officers, key employees or partners or Persons performing management functions similar to officers or partners have received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of any Gaming Laws in connection with or related to the Business which resulted in or would be reasonably likely to result in any material fine or penalty. To the Company’s knowledge, there are no facts, which if known to the regulators under the Gaming Laws would be reasonably likely to result in the revocation, limitation or suspension of a license, finding of suitability, registration, permit or approval of the Company or any of its officers, directors, key employees or Persons performing management functions similar to an officer or partner, or limited partner under any Gaming Laws, in each case in connection with or related to the Business.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all authorizationsfranchises, grants, licenses, permits, certificateseasements, variances, exemptions, consents, certificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) as of the Company and each Company Subsidiary date of this Agreement, no suspension, cancelation, withdrawal or revocation thereof is not in default under, andpending or, to knowledge the Knowledge of the Company, no condition exists thatthreatened, with except where the failure to be in possession of, failure to be in full force and effect or without noticethe suspension, cancelation, withdrawal or lapse of timerevocation thereof (A) has not had, or both, and would constitute a default under, or would not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellation, modification, termination or revocation of, any such a Material Adverse Effect on the Company Permit, and (ivB) neither would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company nor to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMerger and the other transactions contemplated by this Agreement. (b) Since January 1, 2021 2023, the Company and each of the Company its Subsidiaries has been, have been and each currently is, are in compliance with (i) all applicable Laws applicable to the Company, the and (ii) all Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each casePermits, except for where any failure to be in such noncompliance as compliance (A) has not had, and would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect reasonably be expected to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichhave, individually or in the aggregate, a Material Adverse Effect on the Company and (B) would not have reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since January 1, 2023, through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Company Permits, except where any failure to be in such compliance (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company and (ii) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectEach of Parent, the Company Merger Sub, Merger LLC and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, franchises, grants, consents, qualifications, permissions, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company Parent and each Company Parent Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Parent Permits”), except where the failure to have, or the suspension or cancellation of, or the failure to be in full force and (i) all such Company effect of, any Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect, (ii) except where the Company failure to be in full force and effect would not be reasonably be expected to have, individually or in the Company Subsidiaries areaggregate, a Parent Material Adverse Effect. Parent and have been since January 1, 2021, each Parent Subsidiary is in compliance in all respects with the terms and requirements of such Company Parent Permits, (iii) except where the Company and each Company Subsidiary is failure to be in compliance would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permita Parent Material Adverse Effect. (b) Since January 1None of Parent, 2021 the Company and each of the Company Subsidiaries has beenMerger Sub, and each currently isMerger LLC or any other Parent Subsidiary is in conflict with, in compliance with all Laws default under or violation of, any Law applicable to the CompanyParent, the Company Subsidiaries and their respective businesses and activities and properties Merger Sub, Merger LLC or assets owned any other Parent Subsidiary or used by them and with all Orders to which the Company any property or the Company Subsidiaries are subjectasset of Parent, in each caseMerger Sub, Merger LLC or any other Parent Subsidiary is bound or affected, except for such noncompliance as any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No investigationTo the knowledge of Parent, review or audit no investigation by any Governmental Entity with respect to the Company Parent, Merger Sub, Merger LLC or any Company other Parent Subsidiary is pending orpending, nor has any Governmental Entity indicated to the knowledge of the Company, threatened in writing against the Company Parent or any Company SubsidiaryParent Subsidiary an intention to conduct any such investigation, except for such investigations, reviews and audits the outcomes of whichwhich if determined adversely to Parent, Merger Sub, Merger LLC or any other Parent Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a The Company Material Adverse Effect, and the Company and each Company Subsidiary is Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary it is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither now being conducted. Neither the Company nor any of the Company Subsidiaries has received Subsidiary is in conflict with, or in default or violation of, (i) any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws Law applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened in writing against the Company or any Company SubsidiarySubsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except for any such investigations, reviews and audits the outcomes of whichCompany Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as disclosed on Section 4.06(b) of the Company Disclosure Schedule, since June 30, 1996, there have been no written notices, citations or decisions by any governmental or regulatory body that any product produced, manufactured or marketed at any time by the Company or any of the Company Subsidiaries (the "COMPANY PRODUCTS"), other than a Company Third Party Product (as defined below), is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and no officer of the Company or any of the Company Subsidiaries knows of any such defect or failure. In the case of products which are produced or manufactured by third parties and are distributed by the Company or any of the Company Subsidiaries (the "COMPANY THIRD PARTY PRODUCTS"), to the knowledge of any of the officers of the Company or any of the Company Subsidiaries, there have been no written notices, citations or decisions by any governmental or regulatory body that any Company Third Party Product distributed at any time by the Company or any of the Company Subsidiaries is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and none of the officers of the Company or any of the Company Subsidiaries knows of any such defect or failure. The Company and each of the Company Subsidiaries has complied with the laws, regulations, policies, procedures and specifications applicable to the Company with respect to the design, manufacture, labelling, testing and inspection of Company Products in the United States and the operation of manufacturing facilities in the United States promulgated by the United States Food and Drug Administration (the "FDA"), and has complied with the laws, regulations, policies, procedures and specifications applicable to the Company or such Company Subsidiary, as applicable, in any jurisdiction outside the United States with respect to the design, manufacture, labelling, testing and inspection of Company Products and the operation of manufacturing facilities outside of the United States except for such non-compliance as would not have a Company Material Adverse Effect. Except as disclosed on Section 4.06(b) of the Company Disclosure Schedule, since June 30, 1996, there have been no recalls, field notifications or seizures ordered or, to the knowledge of any of the officers of the Company or any of its Subsidiaries, threatened by any such governmental or regulatory body with respect to any of the Company Products, other than Company Third Party Products, and neither the Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. In the case of Company Third Party Products distributed by the Company or any of the Company Subsidiaries, neither Company nor any of the Company Subsidiaries has received any notices or any recalls, field notifications or seizures ordered or threatened by any such governmental or regulatory body with respect to any of such Company Third Party Products, and neither Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. Except as set forth on Exhibit 4.06(b) to the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has received, and to the knowledge of any of the officers of the Company or any of the Company Subsidiaries, there is no reasonable basis for, any warning letter or Section 305 notices from the FDA. (c) Except as set forth on Section 4.06(c)(i) of the Company Disclosure Schedule, the Company or one or more of the Company Subsidiaries has obtained, in all countries where the Company or such Company Subsidiary, as applicable, is marketing or has marketed the Company Products, all applicable licenses, registrations, approvals, clearances and authorizations required to be obtained by it by local, state or Federal agencies (including the FDA) in such countries regulating the safety, effectiveness and market clearance of the Company Products in such countries that are currently marketed by the Company or such Company Subsidiary, as applicable, except where the failure to obtain such licenses, registrations, approvals, clearances and authorizations would not have a Company Material Adverse Effect. Section 4.06(c)(ii) of the Company Disclosure Schedule sets forth a list of all licenses, registrations, approvals, permits and device listings relating to Company Products. Section 4.06(c)(iii) of the Company Disclosure Schedule sets forth a description of all inspections by regulatory authorities, recalls, product actions and audits of Company Products since June 30, 1996.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of the Company and each Company Subsidiary its Subsidiaries is in possession of all authorizations, licenses, permitsconsents, certificates, variancesregistrations, exemptions, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity (each, a “PermitPermits”) necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) except where the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of failure to hold such Company Permits, (iii) or the failure to be in full force and effect, would not be reasonably expected to result in a Company Material Adverse Effect. No suspension or cancellation of any of the Company and each Company Subsidiary Permits is not in default under, andpending or, to knowledge the Knowledge of the Company, no condition exists thatthreatened, with except where such suspension or without notice, or lapse of time, or both, cancellation would constitute a default under, or would not be reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such in a Company Permit, and (iv) neither Material Adverse Effect. Neither the Company nor any of the Company its Subsidiaries has received any written notice from any Governmental Entity threatening to revokeis in violation or breach of, suspendor default under, modify or cancel any Company Permit. (b) Since January 1, 2021 the except where such violation, breach or default would not be reasonably expected to result in a Company and each Material Adverse Effect. No event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the under any Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, Permit (in each case, with or without notice or lapse of time or both), except for such noncompliance as violations, breaches, defaults, losses or accelerations that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No investigationsuch suspension, review cancellation, violation, breach, default, loss of a benefit, or audit acceleration of an obligation will result from the transactions contemplated by this Agreement, except for violations, breaches, defaults, losses or accelerations that would not would not reasonably be expected to result in a Company Material Adverse Effect. (b) Neither the Company nor any Governmental Entity with respect of its Subsidiaries is, and since January 1, 2005, neither the Company nor any of its Subsidiaries has been in conflict with, or in default or violation of, (i) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company SubsidiaryPermit, except for any such investigationsconflict, reviews and audits the outcomes of whichviolation or default that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company (i) Parent and each Company Subsidiary is its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, orderslistings, registrations registrations, clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company Parent and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Parent Permits”), and (iii) all such Company Parent Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) as of the Company and each Company Subsidiary date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is not in default under, andpending or, to knowledge the Knowledge of Parent, threatened, except where the Companyfailure to be in possession of, no condition exists thatfailure to be in full force and effect or the suspension, with cancellation, withdrawal or without noticerevocation thereof has not had, or lapse of time, or both, and would constitute a default under, or would not reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permita Parent Material Adverse Effect. (b) Since January 1, 2021 the Company 2019, Parent and each of the Company its Subsidiaries has been, have been and each currently is, are in compliance with (i) all applicable Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with (ii) all Orders to which the Company or the Company Subsidiaries are subject, in each caseParent Permits, except for where any failure to be in such noncompliance as compliance has not had, and would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect reasonably be expected to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichhave, individually or in the aggregate, would not have a Company Parent Material Adverse Effect. (c) Since January 1, 2019 through the date of this Agreement, to the Knowledge of Parent, neither Parent nor any of its Subsidiaries nor any of their respective directors, officers or employees, has received any written or oral notification from a Governmental Authority asserting that Parent or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with any Laws or Parent Permits.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries have in possession of effect all authorizationscertificates, permits, licenses, permits, certificates, variances, exemptionsfranchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “PermitPermits”) that are necessary for the Company and each Company Subsidiary them to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses in all material respects as currently conducted (conducted. Section 3.01(i) of the “Company Permits”)Letter sets forth, and (i) as of the date of this Agreement, a list of all such Company Permits that are in full force and effect, (ii) material to the Company and its Subsidiaries, other than ordinary course Permits generally required for the operation of a retail store of any type. Each of the Company and its Subsidiaries areis, and have been since January February 1, 20212009 has been, in compliance in all material respects with all applicable Laws (for the terms avoidance of doubt, when used in this Agreement “applicable Laws” shall include Franchise Laws and requirements of such Company PermitsRelationship Laws) and Judgments, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition or state of facts exists that, with or without notice, or lapse of time, or both, would constitute a default under, or that would reasonably be expected to result ingive rise to a material violation of, or a material liability or default under, any suspension, cancellation, modification, termination applicable Law or revocation of, any such Judgment. The execution and delivery of this Agreement by the Company Permitdoes not, and (iv) neither the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof would not reasonably be expected to, cause the revocation or cancellation of any material Permit. Neither the Company nor any of its Subsidiaries has received any written communication during the past three years from any person that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to material liability under, any Permit, Law or Judgment or relating to the revocation or modification of any material Permit. Neither the Company nor any of its Subsidiaries has received any written notice from that any Governmental Entity threatening to revoke, suspend, modify investigation or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity is pending with respect to the Company or any Company Subsidiary is pending or, to the knowledge of its Subsidiaries or any of the Company, threatened in writing against assets or operations of the Company or any Company Subsidiary, except for of its Subsidiaries or that any such investigations, reviews and audits the outcomes of which, individually investigation or in the aggregate, would not have a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries have in possession of effect all authorizationscertificates, permits, licenses, permits, certificates, variances, exemptionsfranchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “PermitPermits”) that are necessary for the Company and each Company Subsidiary them to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses in all respects as currently conducted (conducted, except where the “failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Section 3.01(j) of the Company Permits”)Letter sets forth, as of the date of this Agreement, a complete and (i) all such Company correct list of the Permits that are material, individually or in full force and effectthe aggregate, (ii) to the Company and its Subsidiaries. Each of the Company and its Subsidiaries areis, and have been since January 1, 20212008 has been, in compliance in all material respects with the terms all applicable Laws and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default underJudgments, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened no condition or state of facts exists that would reasonably be expected to give rise to a violation of, or a liability or default under, any such applicable Law or Judgment, except for failures to be in writing against compliance or violations, liabilities or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. The execution and delivery of this Agreement by the Company does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof would not reasonably be expected to, cause the revocation or cancelation of any material Permit. Neither the Company nor any of its Subsidiaries has received any notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or any of the assets or operations of the Company Subsidiary, except for or any of its Subsidiaries or that any such investigations, reviews and audits the outcomes of which, individually investigation or in the aggregate, would not have a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, franchises, grants, consents, qualifications, permissions, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), except where the failure to have, or the suspension or cancellation of, or the failure to be in full force and (i) all such effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, (ii) except where the failure to be in full force and effect would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and the each Company Subsidiaries are, and have been since January 1, 2021, Subsidiary is in compliance in all respects with the terms and requirements of such Company Permits, (iii) except where the Company and each Company Subsidiary is failure to be in compliance would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellation, modification, termination or revocation of, any such a Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMaterial Adverse Effect. (b) Since January 1, 2021 Neither the Company and each nor any Company Subsidiary is in conflict with, default under or violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the or any Company Subsidiaries and their respective businesses and activities and properties Subsidiary is bound or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each caseaffected, except for such noncompliance as any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigationTo the knowledge of the Company, review or audit no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending orpending, nor has any Governmental Entity indicated to the knowledge Company an intention to conduct any such investigation, except for such investigations, the outcomes of the Company, threatened in writing against which if determined adversely to the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, consents, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 20212021 there has occurred no violation of, in compliance with the terms and requirements of such Company Permits, default (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, notice or lapse of time, or both) under or event giving to others any right of revocation, would constitute a default undernon-renewal, adverse modification or would reasonably be expected to result incancellation of, any suspension, cancellation, modification, termination with or revocation ofwithout notice or lapse of time or both, any such Company Permit, and (iv) neither nor would any such revocation, non-renewal, adverse modification or cancellation result from the Company nor any consummation of the Company Subsidiaries has received any written notice from any Governmental Entity threatening Transactions, except where the failure to revokepossess, suspendor the failure to be in full force and effect of, modify or cancel any Company PermitPermits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Since January 1, 2021 2021, the Company and each of the Company Subsidiaries has been, and each currently is, been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. No investigationTo the knowledge of the Company, review or audit no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending orpending, nor has any Governmental Entity indicated to the knowledge of the Company, threatened in writing against the Company or any Company SubsidiarySubsidiary in writing an intention to conduct any such investigation, except for such investigations, reviews and audits investigations the outcomes of whichwhich would not, individually or in the aggregate, would not have reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. (c) None of the representations and warranties contained in this Section 3.05 shall be deemed to relate to Environmental Laws or Environmental Permits (which are governed exclusively by Section 3.17) or International Trade Laws (which are governed exclusively by Section 3.24).

Permits; Compliance with Laws. (a) Except as would not have a The Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of compliance, and at all authorizationstimes in the past three (3) years has complied, in all material respects with all applicable Laws, and possesses all material licenses, permits, certificatesregistrations, variancespermanent certificates of occupancy, exemptionsauthorizations, approvals, orders, registrations and clearances of certificates from any Governmental Entity (each, a “Permit”) necessary for Authority required under applicable Law with respect to the Company and each Company Subsidiary to own, lease and operate operation of its properties and assets, and to carry on and operate its businesses business as currently conducted (the collectively, “Company Permits”), and (i) all such Company . The Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021is in compliance in all material respects with the Permits. Except as set forth on Schedule 4.10(a), in compliance with the terms and requirements of such Company Permitspast eighteen (18) months, (iii) the Company and each Company Subsidiary is has not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening Authority regarding any violation of, or failure to revokecomply with, suspend, modify any Law or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws Order applicable to the Company, the Company Subsidiaries and their respective businesses and activities and or by which any properties or assets owned or used by them the Company are bound or affected. (b) Each of the products sold by the Company (the “Products”), while in the care, custody and control of the Company, is and, in the past three (3) years has, as applicable, been stored and distributed in compliance in all material respects with FDA Law and Regulation. Except as set forth on Schedule 4.10(b), in the past three (3) years, the Company has not undertaken a recall, field correction or removal of any U.S. marketed finished medical device that was the result of mishandling or misbranding that was caused by the Company. With respect to the Products distributed by the Company, the Company is in compliance in all material respects with all Orders provisions of any existing distribution agreements to which the Company is a party that pertain to FDA Law and Regulation. (c) With respect to the Products or the Company, during the past eighteen (18) months the Company Subsidiaries are subjecthas not received any written notice or communication from the FDA alleging any material non-compliance with any applicable provisions of the FDA Law and Regulation. The Company has not entered into any consent decree or other Order pursuant to any FDA Law and Regulation. During the past three (3) years, there has not been any material violation of any FDA Law and Regulation by the Company in each caseits distribution, except for such noncompliance as would not have a Company Material Adverse Effect. No recordkeeping and reports to the FDA that could reasonably be expected to require or lead to any investigation, review corrective action or audit by any Governmental Entity enforcement, or regulatory or administrative action. (d) In the past three (3) years, with respect to the Company Products or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against no officer or employee of the Company has: (i) made any untrue statement of material fact or fraudulent statement to the FDA or any Company Subsidiaryother Governmental Authority; (ii) solicited or received prohibited compensation under the Medicare and Medicaid ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, except ▇▇ ▇.▇.▇. § ▇▇▇▇▇-▇▇(▇), or any similar state anti-kickback Law; (iii) been convicted of any crime or engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C. § 335a; or (iv) been convicted of any crime or engaged in any conduct for which such investigations, reviews and audits the outcomes of which, individually or Person could be excluded from participating in the aggregate, would not have a Company Material Adverse Effectfederal health care programs under Section 1128 of the Social Security Act or any similar applicable Laws.

Permits; Compliance with Laws. (a) Except The Company and each of its Subsidiaries are in compliance, and have been operated in compliance since January 1, 2019, in all material respects, with all Applicable Law, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act, other than as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority of any material non-compliance with any Applicable Law, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries (i) are and have been at all times in compliance with the applicable money laundering Laws applicable to the Company and its Subsidiaries and (ii) have not, directly or indirectly, taken any action that would cause the Company or its Subsidiaries to be in violation of the FCPA, or any other anticorruption or anti-bribery Laws applicable to the Company or its Subsidiaries, other than, any non-compliance that would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company and each of its Subsidiaries are in compliance, and since January 1, 2019, have complied with the Company’s investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in the Company’s registration statement (as amended from time to time) or reports that the Company has filed with the SEC under the Exchange Act, the Securities Act and Applicable Law, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for the Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) The Company and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary its Subsidiaries to own, own or lease and operate its their properties and assets, assets and to carry on conduct their businesses under and operate its businesses pursuant to all Applicable Law as currently conducted (presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the “aggregate, reasonably be expected to have a Company Permits”), and (i) all Material Adverse Effect. All such Company Permits are valid and in full force and effect, (ii) except as would not, individually or in the Company and the Company Subsidiaries areaggregate, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such have a Company Permit, and (iv) neither Material Adverse Effect. Neither the Company nor any of the Company its Subsidiaries has received any written notice or, to the Knowledge of the Company, oral notification from a Governmental Authority of any Governmental Entity threatening material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to revoke, suspend, modify cancel, modify, revoke or cancel materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Company PermitMaterial Adverse Effect. (bf) Since January 1, 2021 No “affiliated person” (as defined under the Investment Company and each Act) of the Company Subsidiaries or the Company Investment Adviser has beenbeen subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, and each currently isunless, in compliance each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of the Company, threatened that would result in any such disqualification. (g) The minute books and other similar records of the Company contain a true and complete record in all Laws applicable to material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of the Company, the Company Subsidiaries Board and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which any committees of the Company or Board. (h) The Company Investment Advisory Agreement has been duly approved and continued and at all times has been in compliance in all material respects with Section 15 of the Investment Company Act (to the extent applicable). Neither the Company Subsidiaries are subject, nor the Company Investment Adviser is in each casedefault under the Company Investment Advisory Agreement, except for where such noncompliance as default would not have a Company Material Adverse Effect. No investigationThe Company Investment Advisory Agreement is a valid and binding obligation of the Company; provided, review that such enforcement may be subject to the Bankruptcy and Equity Exception. (i) Notwithstanding the foregoing, no representation or audit by any Governmental Entity warranty in this Section 3.5 is made with respect to the Company SEC Documents or any Company Subsidiary is pending orfinancial statements, to the knowledge of the Company“disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, threatened intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse Effect.Section 3.6 (

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances of any Governmental Entity (each, a “Permit”) orders necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and Subsidiaries to carry on and operate its businesses their business as currently it is now being conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) effect and no suspension or cancellation of any of the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary Permits is not in default under, andpending or, to knowledge the Knowledge of the Company, no condition exists thatthreatened, with except where the failure to be in possession of or without noticebe in full force and effect, or lapse the suspension or cancellation of, any of time, or both, the Company Permits would constitute a default under, or would not reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such have a Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMaterial Adverse Effect. (b) Since The Company and its Subsidiaries have since January 1, 2021 the Company and each of the Company Subsidiaries has been2016 complied, and each currently isare now in compliance, in compliance each case, with all (i) Laws applicable to the Company, the Company any of its Subsidiaries and or by which any of their respective businesses and activities and properties or assets owned or used by them are bound and with all Orders to which the (ii) Company or the Company Subsidiaries are subject, in each casePermits, except for any such noncompliance as non-compliance that would not reasonably be expected to have a Company Material Adverse Effect. No investigationThis Section 4.5(b) does not apply to employee benefits matters, review which are governed by Section 4.12, Intellectual Property matters, which are governed by Section 4.14, Tax matters, which are governed by Section 4.15, or audit environmental matters, which are governed by Section 4.18. (c) Neither the Company nor any of its employees, nor any Subsidiary nor its employees, requires a clearance from any Governmental Entity with respect Authority (including the U.S. Department of Defense) in order to the Company perform its obligations pursuant to any existing Contract with, or any Company Subsidiary is pending or, to the knowledge bid for a Contract that as of the Companydate hereof is outstanding or has been submitted or is planned to be submitted to, threatened any Governmental Authority, other than any such clearances as have been obtained and are in writing against the Company effect or any Company Subsidiary, except that are not material. (d) Except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, matters that would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, (i) none of the Company, its Subsidiaries or their respective employees and representatives have (A) used any corporate, Company (and/or Subsidiary) funds for any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (B) made, offered, promised or authorized any direct or indirect unlawful payments or anything of value from corporate funds to any foreign or domestic government employee or official for the purpose of influencing any act or decision of such individual or of any Governmental Authority or department, agency or instrumentality thereof or securing any improper advantage in order to obtain or retain business; or (C) violated any provision of the FCPA or any applicable Anti-Bribery Acts, in each case, in connection with his or her affiliation with, or the performance of his or her duties to, the Company or its Subsidiaries; and (ii) the Company and its Subsidiaries make and keep books, records, and accounts that accurately and fairly reflect transactions and the distribution of the Company’s and its Subsidiaries’ assets, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are taken in accordance with management’s directives and are properly recorded, in each case, in accordance with the FCPA.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are valid and in full force and effect, (ii) in each case, except where the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, failure to knowledge of the Company, no condition exists that, with or without noticehave, or lapse of timethe failure to be in full force and effect of, any Company Permits would not, individually or bothin the aggregate, would constitute a default under, or would reasonably be expected to result inhave a Company Material Adverse Effect. In addition, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no notice of non-compliance with respect to any suspension, cancellation, modification, termination or revocation of, any such Company Permit, Permit has been received by the Company and is pending and (ivii) neither no circumstances exist which would result in a revocation or limitation of a Company Permit or which would lead to the Company nor any imposition of conditions on the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 2011, the Company and each of the Company Subsidiaries has been, and each currently is, been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as non-compliance that has not had, and would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No investigationTo the knowledge of the Company, review or audit no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending orpending, nor has any Governmental Entity indicated to the knowledge of the Company, threatened in writing against the Company or any Company SubsidiarySubsidiary an intention to conduct any such investigation, except for such investigations, reviews and audits investigations the outcomes of whichwhich would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) This Section 3.05 does not relate to the Company SEC Documents or financial statements, which are the subject of Section 3.06; employee benefit matters, which are the subject of Section 3.12; Tax matters, which are the subject of Section 3.14; environmental matters, which are the subject of Section 3.16; or intellectual property matters, which are the subject of Section 3.17.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company Parent and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits Subsidiaries are in full force and effect, (ii) the Company and the Company Subsidiaries arecompliance, and have been operated in compliance since January 1, 20212019, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists thatall material respects, with all Applicable Law, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act, other than as would not, individually or without noticein the aggregate, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company have a Parent Material Adverse Effect. Neither Parent nor any of the Company its Subsidiaries has received any written notice or, to the Knowledge of Parent, oral notification from a Governmental Authority of any Governmental Entity threatening material non-compliance with any Applicable Law, which non-compliance would, individually or in the aggregate, reasonably be expected to revoke, suspend, modify or cancel any Company Permithave a Parent Material Adverse Effect. (b) Since January 1, 2021 the Company 2019, Parent and each of the Company its Subsidiaries has been, (i) are and each currently is, have been in compliance with all the applicable money laundering Laws applicable to the Company, the Company Parent and its Subsidiaries and their respective businesses and activities and properties (ii) have not, directly or assets owned indirectly, taken any action that would cause Parent or used by them and with all Orders its Subsidiaries to which be in violation of the Company FCPA, or the Company Subsidiaries are subjectany other anticorruption or anti-bribery Laws applicable to Parent or its Subsidiaries, in each caseother than, except for such noncompliance as any non-compliance that would not reasonably be expected to have a Company Parent Material Adverse Effect. No investigation. (c) Parent and each of its Subsidiaries are in compliance, review and since January 1, 2019, have complied with Parent’s investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in Parent’s registration statement (as amended from time to time) or audit by reports that Parent has filed with the SEC under the Exchange Act, the Securities Act and Applicable Law, if any, other than any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnon-compliance that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (d) Parent has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for Parent, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Parent Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (e) Parent and each of its Subsidiaries holds and is in compliance with all Permits required in order to permit Parent and each of its Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all Applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral notification from a Governmental Authority of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) No “affiliated person” (as defined under the Investment Company Act) of Parent or the Parent External Adviser has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of Parent, threatened that would result in any such disqualification. (g) The minute books and other similar records of Parent contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of Parent, the Parent Board and any committees of the Parent Board. (h) The Parent Investment Advisory Agreement has been duly approved and continued and at all times has been in compliance in all material respects with Section 15 of the Investment Company Act (to the extent applicable). Neither Parent nor the Parent External Adviser is in default under the Parent Investment Advisory Agreement, except where such default would not have a Company Parent Material Adverse Effect or Adviser Material Adverse Effect. The Parent Investment Advisory Agreement is a valid and binding obligation of Parent; provided, that such enforcement may be subject to the Bankruptcy and Equity Exception. (i) Notwithstanding the foregoing, no representation or warranty in this Section 4.5 is made with respect to Parent SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee and employee benefits matters, intellectual property matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (

Permits; Compliance with Laws. (a) Except as would not have not, individually or in the aggregate, constitute a Company Material Adverse Effect, the Company and each Company Subsidiary is its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for them to carry on their businesses in the Company and each Company Subsidiary same manner as their businesses have been conducted immediately prior to the date hereof or necessary for them to own, lease and or operate its their properties and assetsor assets (collectively, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company . All Permits are valid and in full force and effecteffect and no cancellation or suspension of any Permits is pending, (ii) or to the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permitthreatened. (b) Since January 1Except as would not, 2021 individually or in the aggregate, constitute a Company Material Adverse Effect, (i) the Company and each of the Company its Subsidiaries has beenis, and each currently ishas been since the Applicable Date, in compliance with all Laws applicable to the Company, the Company or any of its Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or any of its Subsidiaries respective properties or assets are bound, and (ii) the Company and its Subsidiaries are subjectin compliance with all Permits. (c) The Company and each Subsidiary since the Applicable Date has complied in all material respects with: (i) the Federal Food, Drug, and Cosmetic Act (the “FDC Act”), or similar legal provisions in each caseany domestic or foreign jurisdiction, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation(ii) the Food and Drug Administration’s (the “FDA’s”) regulations promulgated thereunder, review or audit similar legal provisions in any domestic or foreign jurisdiction, (iii) all applicable Laws enforced by any Governmental Entity the United States Department of Agriculture, (iv) the Federal Trade Commission Act and all applicable state and foreign Laws with respect to the truthfulness and substantiation of all product labeling and advertising claims for products manufactured, distributed or sold prior to the Closing Date, and (v) all Laws governing the manufacturing, testing, processing, packaging, labeling, marketing, selling, holding and/or distribution of the Company’s products. (d) To the knowledge of the Company, since the Applicable Date, neither the Company nor any Subsidiary has engaged in any conduct or taken or omitted to take any action, and there has been no event, circumstance, fact or condition, that would reasonably be expected to result in any liability, action, suit, claim or proceeding involving the Company or any of its Subsidiaries as a result of, relating to or in connection with any product related representations or claims in or on any product labeling or advertising prior to the Closing Date, including print, television and other advertising and product labeling of products manufactured, distributed or sold prior to the Closing Date. (e) Since the Applicable Date: (i) neither the Company nor any Company Subsidiary is pending orhas received any written, or to the knowledge of the Company oral, notice of any actions, suits, proceedings, orders, or investigations from the FDA or any other Governmental Authority (ii) no claims have been filed against the Company or any Subsidiary alleging a violation of the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act or any similar state or foreign laws. (f) All manufacturing operations conducted by the Company and any Subsidiary since the Applicable Date have been conducted in material compliance with applicable FDA good manufacturing practices. (g) Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, threatened in writing against any of the Company Company’s or any Company Subsidiary’s directors, except officers or employees, has ever been: (i) convicted of any crime or engaged in any conduct for such investigations, reviews and audits which debarment is mandated by 21 U.S.C. § 335a(a) or any similar law or authorized by 21 U.S.C. § 335a(b) or (ii) convicted of any other crime as a result of any violation of the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse EffectFDC Act.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effectset forth on the Permits Schedule, (i) each of the Company and each Company Subsidiary its Subsidiaries holds and is in possession of compliance, in all authorizationsmaterial respects, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) with all material Permits which are required or necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (operation of the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) business of the Company and the Company its Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, as presently conducted and (ivii) neither the Company nor any of the Company its Subsidiaries has have received any written notice from of any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is proceedings pending or, to the knowledge of the Company, threatened threatened, relating to the suspension, revocation or modification of any material Permit which is required for the operation of the business of the Company and its Subsidiaries as presently conducted. (b) Except as set forth on the Compliance with Laws Schedule, (i) the Company and its Subsidiaries are, and have been since March 28, 2014, in writing compliance, in all material respects, with all Laws applicable to their respective businesses, operations and assets, and (ii) neither the Company nor any of its Subsidiaries has, since March 28, 2014, received any written notice of any action or proceeding against it alleging any material failure to comply with any applicable Law. (c) The Company and each of its Subsidiaries are, and since March 28, 2014 have been, in material compliance with all Laws governing imports into or exports from the United States or any foreign country or the terms and conduct of international transactions and the making or receiving of international payments, or relating to economic sanctions or embargoes or terrorism financing, money laundering or compliance with unsanctioned foreign boycotts, including Laws implemented by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC Laws”). The Members will not directly or indirectly use the proceeds of the transactions contemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently the target of any of the OFAC Laws. None of the Company or any of its Subsidiaries to which the OFAC Laws apply is, or since March 28, 2014 has been, engaged in any transaction or other business with (i) any country, entity formed or resident therein, or resident thereof, that, at the time of the relevant transaction, the Company Subsidiaryor any Subsidiary was prohibited from doing business with under the OFAC Laws or (ii) any Person that is included, at the time of the relevant transaction, in the list of Specially Designated Nationals and Blocked Persons published by the United States Department of the Treasury. The Company and its Subsidiaries have instituted and maintained, and continue to maintain, policies and procedures reasonably designed to ensure compliance with OFAC Laws. (d) Since March 28, 2014, neither the Company nor any of its Subsidiaries has received written notice that it is the subject of any bribery, improper contribution, anti-corruption or anti-kickback investigation by any Governmental Body, and, to the knowledge of the Company, no such investigation is pending or threatened. None of the Company nor any of its Subsidiaries, nor any of their respective directors, officers or, to the knowledge of the Company, other employees, agents, representatives, distributors, sales intermediaries or other third parties acting on behalf of the Company or any of its Subsidiaries has, since March 28, 2014, violated any applicable anticorruption Law or anti-bribery Laws of any jurisdiction in which the Company or any of its Subsidiaries conducts material business, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) or the United Kingdom Bribery Act of 2010 (the “UKBA”), or made, directly or indirectly, any illegal bribe or kickback, illegal political contribution or any illegal payment or offer of payment or thing of value from corporate funds to any person acting or purporting to act in an official capacity for any Governmental Body or political party (or any candidate thereof) for the purpose of (i) improperly influencing his or her official action or the action of the Governmental Body or political party he or she represents, (ii) obtaining an improper advantage or unfair concession in securing business or licenses or (iii) improperly obtaining or retaining business. Since March 28, 2014, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, as would not be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries have not conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anti-bribery Law, including the FCPA and the UKBA, in any way relating to the Company Material Adverse Effector any Subsidiary and (ii) no employee of the Company or any of its Subsidiaries has been disciplined or had his or her employment terminated as a result of any violation of any provision of the FCPA, UKBA or other similar anti-bribery Law. The Company and its Subsidiaries have instituted, and maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery Laws.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, for the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Sections 3.04 and 3.09, which are addressed solely in those Sections, each Purchased Entity is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, registrations franchises, certifications and clearances of any Governmental Entity (eachEntity, a “Permit”) including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary Purchased Entity to own, lease and and, to the extent applicable, operate its properties and assets, and or to carry on and operate its businesses respective business substantially as currently they are being conducted as of the date hereof (the “Company Purchased Entity Permits”), and (i) all such Company Purchased Entity Permits are valid and in full force and effect. All material applications required to have been filed for the renewal of Purchased Entity Permits have been duly filed on a timely basis with the appropriate Governmental Entity, (ii) except where the Company failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all other filings required to have been made with respect to such Purchased Entity Permits have been duly made on a timely basis with the appropriate Governmental Entity. No Purchased Entity has received any claim or notice, and the Company Subsidiaries are, and Seller Parties have been since January 1, 2021, no Knowledge that any Purchased Entity currently is not in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Purchased Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1Neither the Market Place Seller nor any Purchased Entity is or has been in conflict with, 2021 the Company and each or in default or violation of the Company Subsidiaries has been, and each currently is, in compliance with all Laws (i) any Law applicable to the Companyany Purchased Entity or by which any Property is bound (except for Laws addressed in Sections 3.04, the Company Subsidiaries and their respective businesses and activities and properties 3.06, or assets owned 3.09, which are solely addressed in those sections), or used by them and with all Orders to (ii) any Purchased Entity Permits (except for Purchased Entity Permits addressed in Sections 3.04 or Section 3.09 which the Company or the Company Subsidiaries are subjectsolely addressed in those sections), except, in each case, except for any such noncompliance as would not have a Company Material Adverse Effect. No investigationconflicts, review defaults or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichviolations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries are, and at all times since January 1, 2020 has been, in possession of all franchises, grants, registrations, licenses, easements, variances, exceptions, Consents and certificates necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their business as it is being conducted as of the date of this Agreement (the “Company Permits”), in each case, to the extent material to (x) the Company and its Subsidiaries, taken as a whole, or (y) any Registered Adviser or Registered Broker-Dealer, and all such Company Permits are valid, in full force and effect and no suspension or cancellation of any such Company Permit is pending or, to the Knowledge of the Company, threatened, and no event has occurred or circumstances exists that would reasonably be expected (with or without due notice or lapse of time or both) to, individually or in the aggregate, constitute or result in a violation of, or a failure to comply in any material respect with, any requirements of any such Company Permit, or result in the (or give rise to any right of) revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, non-renewal, limitation or termination thereof, except, in each case, where the failure to be in possession of or be in full force and effect, or the violation, failure to comply, revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, non-renewal, limitation or termination of, any such Company Permits as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. All material Company Permits as of the date hereof are listed on Section 4.5(a) of the Company Disclosure Letter, including the type of Company Permit, the Company Permit number, the jurisdiction issuing such Company Permit and the expiration date of such Company Permit. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the business of the Company and its Subsidiaries as presently conducted, and none of the operations of the Company or its Subsidiaries is being conducted in a manner that violates, any of the terms or conditions under which any Company Permit was granted, except for such violations or failures to be sufficient or adequate that would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, order to show cause, complaint, or proceeding seeking to revoke, reconsider the grant of, cancel, suspend, or modify any of the Company Permits is pending or, to the Knowledge of the Company, threatened before any Governmental Authority except as would not, or would not reasonably be expected to, be material and adverse to the Company and its Subsidiaries, taken as a whole. No written notices have been received by and no claims have been filed or, to the Knowledge of the Company, are pending against the Company or its Subsidiaries alleging a failure to hold any requisite Company Permit, except as would not, or would not reasonably be expected to, be material and adverse to the Company and its Subsidiaries, taken as a whole. (b) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiaries is, nor since January 1, 2020 has been, in default or violation of any Law applicable to the Company or any of its Subsidiaries and (ii) since January 1, 2020, the Company and its Subsidiaries have otherwise conducted their respective businesses in accordance with all applicable Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 2020, none of the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Governmental Authority of any violation (or any investigation with respect thereto) of any such Law by the Company, its Subsidiaries or any Person affiliated or associated with, or subject to supervision by the Company or any of its Subsidiaries, and none of the Company or its Subsidiaries is in default with respect to any order, writ, judgment, award, injunction or decree of Governmental Authority, applicable to any of its assets, properties or operations. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation by any Governmental Authority regarding a violation of any applicable Law by the Company, any of its Subsidiaries or any Person affiliated or associated with, or subject to supervision by, the Company or its Subsidiaries is pending or, to the Knowledge of the Company, threatened. (c) The Company is in compliance in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since January 1, 2020, neither the Company nor any of its Subsidiaries has made, arranged or modified personal loans to any executive officer or director of the Company. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and businesses of each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company its Subsidiaries has are being, and since January 1, 2020 have been, and each currently is, conducted in compliance with all Laws the U.S. Foreign Corrupt Practices Act 1977 and any other applicable to the Companyanti-bribery laws, rules or regulations in other jurisdictions (together, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance “Anti-Bribery Laws”). Except as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2020, the Company and its Subsidiaries have maintained accurate books and records and established sufficient internal controls and procedures reasonably designed to ensure compliance with the Anti-Bribery Laws. There are no internal investigations or, to the Knowledge of the Company, pending governmental or other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any action described in this Section 4.5(d). Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole, since January 1, 2020, neither the Company nor its Subsidiaries, nor any of their respective directors or officers or, to the Knowledge of the Company, employees, agents or individual independent contractors (in each case, when acting on behalf of the Company or a Subsidiary of the Company) has directly or indirectly offered, paid, promised, or authorized the payment, promising, or offering of any money, gift, or other thing of value, regardless of form, (i) corruptly, to any U.S. government official or foreign official (as such term is defined in applicable Anti-Bribery Laws), or to any person while knowing or having reason to know that such person had or would offer, pay, promise, or authorize the payment, promising or offering of any money, gift, or other thing of value to any U.S. government official or foreign official (as such term is defined in the Anti-Bribery Laws), or (ii) to any prospective or actual customer or employee or agent of any business counterparty to induce or reward the improper performance of the recipient’s function or the breach of a duty owed by the recipient to his or her employer or principal. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the operations of the Company and its Subsidiaries are, and since January 1, 2020 have been, conducted in compliance with applicable financial recordkeeping, reporting and internal control requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes, the rules and regulations thereunder and any related or similar rules or regulations, issued, administered or enforced by any Governmental Authority of a jurisdiction where the Company or its Subsidiaries operate (collectively, the “Money Laundering Laws”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no action, claim, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, is any investigation by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws pending or threatened. (f) None of the Company, its Subsidiaries, or their respective directors or officers or, to the Knowledge of the Company, the employees or individual independent contractors (other than non-employee financial professionals) (in each case, when acting on behalf of the Company or a Subsidiary of the Company) is, or is owned or controlled by one or more Persons that are, (i) the subject of any sanctions administered or enforced by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. State Department, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (“Sanctions”), or (ii) located, organized, or resident in a country or region which is the subject of Sanctions. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the businesses of each of the Company and its Subsidiaries are being, and since January 1, 2020 have been, conducted in compliance in all respects with all applicable Sanctions or export and import control Laws imposed by any Governmental Authority of a jurisdiction where the Company or its Subsidiaries operate (collectively, “Trade Control Laws”). To the Knowledge of the Company, as of the date hereof, no investigation, review, audit or inquiry by any Governmental Authority with respect to any such Trade Control Laws is pending or threatened. The Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries, and its respective managing directors or officers or, to the Knowledge of the Company, employees or individual independent contractors (other than non-employee financial professionals) (in each case, when acting on behalf of the Company or a Subsidiary of the Company) with Trade Control Laws applicable to such Persons, including with respect to compliance with applicable “know your customer” and anti-money laundering rules and regulations. (h) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) to the extent required by applicable Law, the Company or its Subsidiaries have valid and effective appointments from each Insurance Carrier for which it offers, produces or sells insurance products or services or otherwise acts as an agent; and (ii) no grounds exist that would reasonably be expected to result in any such appointments being revoked, limited, rescinded or terminated. The names of all licensed natural persons who may exercise authority and perform the duties under the licenses of the Company and its Subsidiaries has been provided to each Governmental Authority to the extent required by applicable Law.

Permits; Compliance with Laws. (a) Except as would not have a Each Acquired Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the such Acquired Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, except where the failure to have any Company Permits, or the failure of any Company Permit to be in full force and effect, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies, taken as a whole. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies, taken as a whole, (iii) the no Company and the Company Subsidiaries arePermit has been revoked, and have been suspended, terminated or materially impaired in any manner since January 1, 20212019, (ii) no Acquired Company is in default or violation, in compliance with the terms any respect, of any of Company Permits and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default undersince January 1, and, to knowledge of the Company2019, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Acquired Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from regarding any Governmental Entity threatening of the matters set forth in the foregoing clauses (i) and (ii). There are no Legal Proceedings pending or, to revokethe knowledge of the Stockholders, suspendthreatened, modify that seek the revocation, cancellation or cancel modification of any Company Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies, taken as a whole. Since January 1, 2019, each Acquired Company has been, to the knowledge of the Stockholders, in compliance with each of the Company Permits. (b) Since January 1, 2021 the 2019, (i) each Acquired Company and each of the Company Subsidiaries has been, and each currently is, been in material compliance with all Laws applicable to the Company, the Company Subsidiaries Acquired Companies and their respective businesses businesses, properties, assets and activities and properties or assets owned or used by them and with all Orders to which the (ii) no Acquired Company or the Company Subsidiaries are subjecthas received any written notice alleging any noncompliance, in each case, except for such noncompliance as as, individually or in the aggregate, has not been and would not have reasonably be expected to be material to any Acquired Company. (c) Since January 1, 2019, no Acquired Company, and, to the knowledge of the Stockholders, no director, officer, agent, employee or other Person acting on behalf of any Acquired Company, has knowingly, in the course of its actions for, or on behalf of, any of them, violated any provision of any applicable Anti-corruption Law. Since January 1, 2019, no Acquired Company has received any written communication from a Governmental Entity (x) related to any investigation or inquiry with respect to a potential violation by an Acquired Company Material Adverse Effect. No investigationor any representative thereof of any Anti-corruption Law, review or audit (y) that alleges that an Acquired Company or any representative thereof is in violation of any Anti-corruption Law. (d) Since January 1, 2019, each Acquired Company has (i) complied with applicable Sanctions and Trade Controls; (ii) maintained in place and implemented controls and systems to comply with applicable Sanctions and Trade Controls; (iii) not engaged in any transaction or dealing, directly or indirectly, with or involving a Sanctioned Country or Sanctioned Person; or (iv) not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Sanctions or Trade Controls, and has not been notified of any such pending or threatened actions.. (e) Neither the Company or nor any Company Subsidiary is pending director, officer or, to the knowledge of the CompanyStockholders, threatened in writing against employee or agent of the Company is: (i) a Sanctioned Person; (ii) subject to debarment or any Company Subsidiarylist-based designations under any Trade Controls; or (iii) engaged in transactions, except for dealings, or activities that might reasonably be expected to cause such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have Person to become a Company Material Adverse EffectSanctioned Person.

Permits; Compliance with Laws. (ai) Except as would not The Target Companies have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, waivers, rights, licenses, certificates, permits, exemptions, registrations and clearances of qualifications of, and have made all required registrations with, any Governmental Entity (eachthat are material to the conduct of the business, a “Permit”) necessary for or the Company use of any material properties, as such business and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as are currently conducted and used by the Target Companies (other than permits relating to compliance with Environmental Laws, which are addressed separately in Section 2.11) (collectively, the “Company Permits”), and (iii) all such Company Permits are valid and in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary there is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening Proceeding to revoke, suspendlimit or modify any of such Permits, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge Knowledge of the Company, threatened in writing against writing, (iv) no loss or expiration of any such Permit is pending or, to the Knowledge of the Company, threatened (including as a result of the transactions contemplated herein), other than by reason of expiration of such Permit in the ordinary course (and for which the Target Companies expect to obtain a replacement Permit prior to or substantially simultaneously with such expiration), and (v) the Target Companies are in material compliance with all terms and conditions of such Permits. Schedule 2.9(a) sets forth a true and complete list of all Permits held by the Target Companies. (b) Each Target Company or is in compliance, in all material respects with all applicable laws, statutes, codes, ordinances, rules, regulations and other requirements promulgated by any Company SubsidiaryGovernmental Entity, except for such investigations(collectively, reviews “Laws”) and audits the outcomes of Orders which, individually to the Knowledge of the Company, apply to the conduct of such Target Company’s business. No Target Company has received, during the previous twelve (12) months, any notice in writing of the institution against such Target Company of any civil, criminal or administrative Proceeding by any Governmental Entity, with respect to any aspect of the business, affairs, properties or assets of such Target Company. Notwithstanding the foregoing, the representations and warranties contained in the aggregatethis Section 2.9 do not apply to Employee Plans, would not have a Company Material Adverse EffectEnvironmental Laws, Intellectual Property, labor matters, taxes or intellectual property infringement laws.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, ordersproduct listings, registrations registrations, clearances, Orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assetsassets pursuant to all applicable Laws as currently owned, leased and operated, or to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationsin each of clauses (i) – (iii) where the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) The Company and its Subsidiaries have been since January 1, 2016, and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since January 1, 2016, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors or officers (only in their capacity as such directors or officers) has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries, or any officer or director of the Company or any of its Subsidiaries is under investigation for not being in compliance in all material respects with any Laws or Company Permits.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the (i) The Company and each Company Subsidiary is its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, ordersproduct listings, registrations registrations, clearances, orders and clearances of any Governmental Entity (each, a “Permit”) other authorizations necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their respective properties and assetsassets under and pursuant to all applicable Laws as currently owned, leased and operated, or to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company effect and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge as of the Companydate of this Agreement, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination withdrawal or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary thereof is pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiarythreatened, except for such investigationswhere the failure to be in possession of, reviews failure to be in full force and audits effect or the outcomes of whichsuspension, cancellation, withdrawal or revocation thereof (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) The Company and its Subsidiaries have been since January 1, 2015, and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since January 1, 2015, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with any Laws or Company Permits.

Permits; Compliance with Laws. (a) Except as has not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of its Subsidiaries holds all authorizations, licenses, permits, certificates, variances, exemptionscharters, permits, licenses, franchises, approvals, ordersconcessions, registrations qualifications, registrations, certifications and clearances of similar authorizations from any Governmental Entity (eachcollectively, a “PermitPermits”) that are necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is conducted. Except as would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inhave, any suspensionindividually or in the aggregate, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to as of the Company or any Company Subsidiary is date of this Agreement, there are no Legal Proceedings pending or, to the knowledge of the Company, threatened that would reasonably be expected to result in writing against the cancellation, withdrawal, revocation, termination, lapse, limitation, invalidation, suspension or adverse modification of any such Permits of the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichits Subsidiaries. (b) Except as would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is, and since January 1, 2021 has been, in compliance with all applicable Laws and Orders, and (ii) to the knowledge of the Company, no condition or state of facts exists that would reasonably be expected to give rise to a violation of, or a liability or default under, any applicable Law or Order. (c) As of the date of this Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) neither the Company nor any of its Subsidiaries has received any written communication since January 1, 2021, from any person that alleges that the Company or any of its Subsidiaries is not in compliance with, or is subject to liability under, any Permit, applicable Law or Order or relates to the revocation or modification of any Order, and (b) neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or any of the assets or operations of the Company or any of its Subsidiaries or that any such investigation or review is contemplated. (d) Since January 1, 2021 through the date of this Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation, review or audit, or made a voluntary, directed, or involuntary disclosure to any Governmental Entity with respect to any alleged violation of, or a liability or default under, any applicable Law or Order.

Permits; Compliance with Laws. (ai) Except as would not have a Company Material Adverse Effect, the The Company and each Company Subsidiary is are in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exceptions, exemptions, consents, certificates, approvals, ordersproduct listings, registrations registrations, Orders and clearances of other authorizations, including any Governmental Entity (eachsupplements and amendments thereto, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”), and except where the failure to obtain or have any such Company Permit would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (iii) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is except as would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichto, individually or in the aggregate, would not have a Company Material Adverse Effect, (iii) there has occurred no material violation of, material default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit that is material to the Company and its Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary are, and have been since the Reference Date, in compliance with (i) all Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had, and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (c) The Company and each of its officers and directors, in their capacity as such, are in material compliance with, and have since the Reference Date, complied in all material respects with, (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated under such act or the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (d) Since the Reference Date, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance in all respects with any Laws or Company Permits, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Except (i) as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and (ii) for the Internet Publication License and License for Online Transmission of Audio-Visual Programs of the Company, the Company and each Company Subsidiary is its Subsidiaries are in possession of all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances of any Governmental Entity (each, a “Permit”) Authority necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their properties and assets, and or to carry on their business substantially in the manner described in the Company SEC Reports and/or the Weibo SEC Reports filed prior to the date hereof and operate its businesses substantially as currently is being conducted as of the date of this Agreement (collectively, the “Material Company Permits”), and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all such of the Material Company Permits are valid, in full force and effect, and are not subject to any pending or, to the knowledge of the Company, threatened legal proceeding by any Governmental Authority to suspend, cancel, modify, terminate or revoke any such Material Company Permit, (ii) the Company and the Company each of its Subsidiaries are, and have been since January 1, 2021, are in compliance with the terms and requirements of such Material Company Permits, and (iii) the Company and each Company Subsidiary of its Subsidiaries is not in default under, and, to knowledge of the Company, and no condition exists that, that with or without notice, notice or lapse of time, time or both, both would constitute a default under, under or would reasonably be expected to result in, in any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Material Company Permit. (b) Since January 1, 2021 the Company The Group Companies are and each of the Company Subsidiaries has been, and each currently is, have been in compliance with all applicable Laws and the applicable to listing, corporate governance and other rules and regulations of Nasdaq in all material respects. Since the CompanyApplicable Date, the no Group Company Subsidiaries and their respective businesses and activities and properties has received any written notice or assets owned or used by them and communication of any material non-compliance with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would any applicable Law that has not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse Effectbeen cured.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectEach of Crestline and its Subsidiaries has in effect all Federal, the Company state, local and each Company Subsidiary is in possession foreign governmental approvals, authorizations, certificates, filings, franchises, orders, registrations, findings of all authorizationssuitability, licenses, notices, permits, certificatesapplications and rights, variancesincluding all authorizations under any applicable Law ("Permits"), exemptionsincluding, approvalswhere applicable, ordersthose Permits required to be held in the names of officers or other personnel, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company Hotel Properties to operate and each Company Subsidiary Crestline and its Subsidiaries to own, lease or operate the Hotel Properties and operate its properties and assets, other assets and to carry on and operate its businesses their business as currently conducted (now conducted, except for any Permits the “Company Permits”)failure of which to obtain or hold would not, and (i) all individually or in the aggregate, have a Material Adverse Effect on Crestline. There has occurred no default under or violation of any such Company Permits are Permit, except for any default or violation which would not, individually or in full force and effectthe aggregate, (ii) have a Material Adverse Effect on Crestline. To the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the CompanyCrestline, no condition exists that, with or without noticeevent has occurred which permits, or lapse upon the giving of timenotice or passage of time or both would permit, or bothrevocation, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellationnon-renewal, modification, suspension or termination of any Permit that currently is in effect, other than any revocation, non-renewal, modification, suspension or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichtermination that, individually or in the aggregate, would not have a Company Material Adverse EffectEffect on Crestline. (b) Crestline and its Subsidiaries are in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect on Crestline. (c) Neither Crestline, any Subsidiary of Crestline, nor, to the knowledge of Crestline, any entity managing the Hotel Properties, has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity, which remains unresolved on the date hereof or which was not favorably disposed of, asserting that a Permit of it or them or for any of the Hotel Properties, as applicable, under any Laws should be limited, revoked, suspended or not renewed other than any limitation, revocation or suspension that, individually or in the aggregate, would not have a Material Adverse Effect on Crestline.

Permits; Compliance with Laws. (a) Except for such matters as would not have a Company Material Adverse Effectinterfere in any material respect with the conduct of the business of the Companies and their respective Subsidiaries, (i) the Company Companies and each Company Subsidiary is in possession of their Subsidiaries hold all authorizations, licenses, permitsfranchises, certificates, variances, exemptions, approvals, orders, registrations permits and clearances authorization issued by or obtained from a Governmental Body necessary for the lawful conduct of any Governmental Entity their respective businesses (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (iiiii) no Permit will become null or void, or subject to annulment, cancellation or other termination rights in consequence of, or on or in connection with the Closing of the Transaction, (iv) the Company Companies and the Company their Subsidiaries and their properties and assets are, and have been at all times since January 1, 20212015 have been, in compliance in all material respects with the terms and requirements of such Company Permitsall applicable Laws, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permitincluding Export/Import Control Laws, and (ivv) neither the Company nor any none of the Company Companies or their Subsidiaries has has, since January 1, 2015, received any written notice from alleging any Governmental Entity threatening violation under any applicable Law. (a) Since January 1, 2015, none of the Companies, their Subsidiaries or any of their directors, officers, agents, distributors, employees or, to revokethe Knowledge of the Companies, suspendany other Person associated with the Companies or their Subsidiaries or acting on their behalf has been in violation of the Foreign Corrupt Practices Act of 1977, modify as amended, or cancel any Company Permitrules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Companies or their Subsidiaries in any jurisdiction. (b) Since January 1The Companies and their Subsidiaries do not have, 2021 and to the Company and each Knowledge of the Company Companies, have never had any Contracts or other business dealings with any Person with whom the Companies or their Subsidiaries has beenwere, and each currently isat the time of such Contract or business dealings, in compliance restricted from doing business with all Laws applicable to under the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge regulations of the Company, threatened in writing against Office of Foreign Asset Control of the Company or any Company Subsidiary, except for such investigations, reviews and audits Department of Treasury of the outcomes United States of which, individually or in the aggregate, would not have a Company Material Adverse EffectAmerica.

Permits; Compliance with Laws. (a) Except (i) as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all (ii) for those authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances of any Governmental Entity Authority for which any Group Company has submitted an application, or (eachiii) as set forth in Section 3.06(a) of the Company Disclosure Schedule, a “Permit”) the Company and its Subsidiaries are in possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for the Company and each Company Subsidiary its Subsidiaries to own, lease and operate its their properties and assets, and or to carry on their business substantially in the manner described in the Company SEC Reports filed prior to the date hereof and operate its businesses substantially as currently is being conducted as of the date of this Agreement (collectively, the “Material Company Permits”), and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all such of the Material Company Permits are valid, in full force and effect, and are not subject to any pending or, to the knowledge of the Company, threatened legal proceeding by any Governmental Authority to suspend, cancel, modify, terminate or revoke any such Material Company Permit, (ii) the Company and the Company each of its Subsidiaries are, and have been since January 1, 2021, are in compliance with the terms and requirements of such Material Company Permits, and (iii) the Company and each Company Subsidiary of its Subsidiaries is not in default under, and, and to knowledge of the Company’s knowledge, no condition exists that, that with or without notice, notice or lapse of time, time or both, both would constitute a default under, under or would reasonably be expected to result in, in any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Material Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance Except as (i) would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect reasonably be expected to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichhave, individually or in the aggregate, would not have a Company Material Adverse Effect, or (ii) set forth in Section 3.06(b) of the Company Disclosure Schedule, (x) the Group Companies are and have been in compliance with all applicable Laws and the applicable listing, corporate governance and other rules and regulations of Nasdaq in all material respects, and (y) since the Applicable Date, no Group Company has received any written notice or communication of any material non-compliance with any applicable Law that has not been cured. (c) Except as (i) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) set forth in Section 3.06(c) of the Company Disclosure Schedule, as of the date of this Agreement, the Group Companies are in compliance with the applicable SAFE Rules and Regulations and duly and lawfully obtained all requisite permits, licenses, approvals, filings and registrations and other requisite formalities with the SAFE as required under the applicable SAFE Rules and Regulations which are in full force and effect, and there exist no grounds on which any such permits, licenses, approvals, filings or registrations may be cancelled or revoked or any Group Company or its legal representative may be subject to liability or penalties for misrepresentations or failures to disclose information to SAFE or its local counterparts.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of the Company and each Company Subsidiary its Subsidiaries is in possession of all authorizations, licenses, permitsconsents, certificates, variancesregistrations, exemptions, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted in compliance with applicable Laws (collectively, the “"Company Permits”"), and (i) all such Company Permits are in full force and effect, (ii) except where the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of failure to hold such Company Permits, (iii) or the Company failure to be in full force and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or botheffect, would constitute a default under, or would not be reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review suspension or audit by cancellation of any Governmental Entity with respect to of the Company or any Company Subsidiary Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, except where such suspension or cancellation would not be reasonably expected to result in writing against a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to result in a Company Material Adverse Effect. As of the date of this Agreement, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries under, any Company SubsidiaryPermit (in each case, with or without notice or lapse of time or both), except for such investigationsviolations, reviews and audits the outcomes of whichbreaches, defaults, losses or accelerations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the businesses of the Company and its Subsidiaries is, and since December 31, 2004 has been, operated and conducted solely in compliance with all applicable Laws and (ii) neither the Company nor any of its Subsidiaries is, or since December 31, 2004, has been, in conflict with, or in default or violation of, any Laws applicable to the Company or such Subsidiary.

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of whichnot, individually or in the aggregate, would not be material to any of the Acquired Companies, the Acquired Companies, their respective directors, managers and officers and, to the extent related to the Business, the Affiliates of the Acquired Companies and their respective directors, managers and officers, are, and since the Lookback Date have been, in compliance with all Laws and Orders to which the Acquired Companies or any of their respective properties or assets are bound. None of the Acquired Companies s (i) to the Company’s Knowledge, is or since the Lookback Date has been under investigation by any Governmental Body with respect to any violation or default or purported violation or default of any Law, or (ii) has received since the Lookback Date any written (or to the Company’s Knowledge, oral) notice from any Governmental Body with respect to any material violation or default or purported material violation or default of any Law. (b) Each of the Acquired Companies maintains and, since the Lookback Date, has maintained in good standing all material Licenses required to legally conduct the Business in the Ordinary Course of Business and each such License is and, since the Lookback Date, has been valid and in full force and effect. None of such Licenses is or, since the Lookback Date has been, subject to any Action or Order pending, threatened in writing or, to the Company’s Knowledge, threatened orally that seeks the revocation, cancellation, limitation, suspension, restriction or adverse modification thereof or the imposition of any material fine, penalty or other sanctions for violation of any Law relating to any License, and none of the Acquired Companies since the Lookback Date has received any written (or to the Company’s Knowledge, oral) notice alleging any violation of such License. To the Company’s Knowledge, all employees, agents and contractors performing services on behalf of the Acquired Companies have and since the Lookback Date have had all Licenses required in order to perform such services, such Persons are in compliance in all material respects with the terms of the Licenses, and all such Licenses are valid and in full force and effect. The Licenses used or held by the Acquired Companies are set forth on Section 3.19(b) of the Company Disclosure Schedule, by jurisdiction, type and next renewal date. (c) Since July 1, 2021, (i) none of the Acquired Companies or, to the Company’s Knowledge, any Representative or other Person acting on behalf of Acquired Companies or the Business has violated any provision of any Anti-Corruption Law; (ii) the Acquired Companies have maintained books and records that accurately and fairly reflect transactions and the distribution of their respective properties and assets and have maintained a system of internal accounting controls sufficient to provide reasonable assurances that actions are taken in accordance with management’s directives and are properly recorded, in each case in accordance with applicable Anti-Corruption Laws; (iii) each of the Acquired Companies has maintained effective disclosure controls and procedures and an internal accounting controls system sufficient to provide reasonable assurances that violations of Anti-Corruption Laws will be prevented, detected and deterred;, and (iv) none of the Acquired Companies or, to the Company’s Knowledge, any Representative or other Person acting on behalf of the Acquired Companies or the Business has (A) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, Governmental Body, governmental employee or other Person with whom the Acquired Companies or the Business has done business, directly or indirectly, in violation of any Law, (B) given or agreed to give any gift or similar benefit to any customer, supplier, Governmental Body, governmental employee or other Person who is or may be in a position to help or hinder the Acquired Companies or the Business (or assist the Acquired Companies or the Business in connection with any actual or proposed transaction) directly or indirectly, in violation of any Law, which may subject the Acquired Companies or the Business to any damage or penalty in any civil, criminal or governmental Action, (C) received any written (or the Company’s Knowledge, oral) notice, request or citation from any Person alleging noncompliance with any Anti-Corruption Laws, or (D) received any written (or to the Company’s Knowledge, oral) allegations, investigations (formal or informal), inquiries, actions, charges, or other Actions with regard to any violation or potential violation of the Anti-Corruption Laws. (d) The Acquired Companies are, and have at all times since July 1, 2021 been, in compliance in all material respects with all Laws related to financial recordkeeping or reporting, or the prevention of money laundering or terrorist financing, in the jurisdictions in which it is organized and conducts the Business (collectively, the “Anti-Money Laundering Laws”). Neither the Acquired Companies nor, to the Company’s Knowledge, any of their respective directors, managers, officers, or employees: (i) has been or is in violation of any Anti-Money Laundering Law; (ii) has engaged or engages in any transaction, investment, undertaking or activity (in each case, in the course of such Person’s employment) that violates any Anti-Money Laundering Law; or (iii) has received any written notice from a Governmental Body, outside of a routine regulatory examination, alleging that any Acquired Company Material Adverse Effector, to the extent related to the Business, their Affiliates has violated, or is otherwise subject to penalties or an enforcement action under, any Anti-Money Laundering Laws. The Acquired Companies and, to the extent related to the Business, their Affiliates have adopted, implemented and maintain policies and procedures that reflect their obligations under the Anti-Money Laundering Laws. The Acquired Companies and, to the extent related to the Business, their Affiliates have maintained all books and records required pursuant to Anti-Money Laundering Laws for such retention period as such Anti-Money Laundering Laws require. (e) Neither the Acquired Companies, nor, to the Company’s Knowledge, any of their respective directors, managers, officers, or employees: (i) is or was a Restricted Person; (ii) conducts or has conducted any business, or engages or has engaged in, making or receiving any contribution of funds, goods or services to or for the benefit of any Restricted Person; (iii) deals or has dealt in, or otherwise engages or has engaged in any transaction related to, any property or interests in property blocked pursuant to any applicable sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State or other applicable Sanctions; (iv) engages or has engaged in, or conspires or has conspired, to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the applicable prohibitions set forth in any of the foregoing clauses of this Section 3.19(e); (v) engages or has been engaged in any transaction, activity or conduct that could reasonably be expected to result in it breaching any Sanctions or its being designated as a Restricted Person; or (vi) has received written (or the Company’s Knowledge, oral) notice of, or is otherwise aware of, any Action involving it with respect to Sanctions. (f) The Acquired Companies have complied in all material respects with all applicable Laws relating to imports, exports and other international transactions (including, without limitation, , those Laws administered by the U.S. Department of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protections) codified at 19 CFR, Parts 1-199, and State Directorate of Defense Trade Controls (codified at 22 CFR, Parts 103, 120-130)).

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse EffectAfter giving effect to the Nycomed ----------------------------- Acquisition, the Company and each Company Subsidiary is will have or will be in possession the process of having transferred to it all franchises, authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations consents, licenses, certificates, permits, registrations, qualifications or other rights and clearances of any Governmental Entity privileges (each, a “Permit”collectively "Permits") necessary for the Company and each Company Subsidiary to own, lease and operate permit it to own its properties and assets, ------- property and to carry on conduct its business as proposed to be conducted and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are will be valid and in full force and effect. Except as disclosed in Section 2.17(i) of the Disclosure Schedule, (iino Permit is subject to termination ------------------------------------------ as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby including the Nycomed Acquisition. Except as disclosed in Section 2.17(ii) of the Disclosure Schedule, the Company and the Company Subsidiaries are, ------------------------------------------- Acquired Business are now and have heretofore been since January 1, 2021, materially in compliance with all applicable statutes, ordinances, orders, rules and regulations promulgated by any federal, state, municipal or other governmental authority, which apply to the terms and requirements conduct of such Company Permits, (iiitheir businesses. Except as disclosed in Section 2.17(iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company------------------------ Disclosure Schedule, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor the Acquired Business has ever ------------------- entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any aspect of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revokebusiness, suspendaffairs, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which of the Company or the Company Subsidiaries are subjectAcquired Business or received any request for information, in each casenotice, except for such noncompliance as would not have a Company Material Adverse Effect. No investigationdemand letter, review administrative inquiry or audit by formal or informal complaint or claim from any Governmental Entity regulatory agency with respect to the Company any aspect of such business, affairs, properties or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse Effectassets.

Permits; Compliance with Laws. (a) Except as would not have not, individually or in the aggregate, constitute a Company Material Adverse Effect, the Company and each Company Subsidiary is its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, variances, exemptions, approvals, orders, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for them to carry on their businesses in the Company and each Company Subsidiary same manner as their businesses have been conducted immediately prior to the date hereof or necessary for them to own, lease and or operate its their properties and assetsor assets (collectively, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company . All Permits are valid and in full force and effecteffect and no cancellation or suspension of any Permits is pending, (ii) or to the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permitthreatened. (b) Since January 1Except as would not, 2021 individually or in the aggregate, constitute a Company Material Adverse Effect, (i) the Company and each of the Company its Subsidiaries has beenis, and each currently ishas been since the Applicable Date, in compliance with all Laws applicable to the Company, the Company or any of its Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or any of its Subsidiaries respective properties or assets are bound, and (ii) the Company and its Subsidiaries are subjectin compliance with all Permits. (c) The Company and each Subsidiary since the Applicable Date has materially complied with: (i) the Federal Food, Drug, and Cosmetic Act (the “FDC Act”), or similar legal provisions in each caseany domestic or foreign jurisdiction, except for such noncompliance as would not have a Company Material Adverse Effect. No investigation(ii) the Food and Drug Administration's (the “FDA's”) regulations promulgated thereunder, review or audit similar legal provisions in any domestic or foreign jurisdiction, (iii) all applicable Laws enforced by any Governmental Entity the United States Department of Agriculture, (iv) the Federal Trade Commission Act and all applicable state and foreign Laws with respect to the truthfulness and substantiation of all product labeling and advertising claims for products manufactured, distributed or sold prior to the Closing Date, and (v) all Laws governing the manufacturing, testing, processing, packaging, labeling, marketing, selling, holding and/or distribution of the Company's products. (d) To the knowledge of the Company, since the Applicable Date, neither the Company nor any Subsidiary has engaged in any conduct or taken or omitted to take any action, and there has been no event, circumstance, fact or condition, that would reasonably be expected to result in any liability, action, suit, claim or proceeding involving the Company or any of its Subsidiaries as a result of, relating to or in connection with any product related representations or claims in or on any product labeling or advertising prior to the Closing Date, including print, television and other advertising and product labeling of products manufactured, distributed or sold prior to the Closing Date. (e) Since the Applicable Date: (i) neither the Company nor any Company Subsidiary has received any written, or to the knowledge of the Company oral, notice of any actions, suits, proceedings, orders, or investigations from the FDA or any other Governmental Authority (ii) no claims have been filed against the Company or any Subsidiary alleging a violation of the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act or any similar state or foreign laws. (f) All manufacturing operations conducted by the Company and any Subsidiary since the Applicable Date have been conducted in material compliance with applicable FDA good manufacturing practices. (g) Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any of the Company's or any Subsidiary's directors, officers or employees, has ever been: (i) convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar law or authorized by 21 U.S.C. § 335a(b) or (ii) convicted of any other crime as a result of any violation of the FDC Act. (h) Since the Applicable Date: (i) neither the Company nor any Subsidiary has initiated, conducted or issued any recall, market withdrawal or replacement with respect to any product manufactured, distributed or sold by the Company or its Subsidiaries and (ii) no product manufactured, distributed or sold by the Company or its Subsidiaries has been discontinued (whether voluntarily or otherwise) due to concerns over potential harm to human health or safety. No proceedings (whether completed or pending) initiated by the FDA or any other Governmental Authority seeking the recall, withdrawal, suspension or seizure of any product manufactured, distributed or sold by the Company or its Subsidiaries are pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for nor have any such investigationsproceedings been pending at any time since the Applicable Date, reviews and audits including any “warning letters” or “untitled letters” issued by the outcomes of which, individually or in the aggregate, would not have a Company Material Adverse EffectFDA.