Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset Each of TRMT or any TRMT Subsidiary is boundthe Companies is, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMTthe Company has been, is threatened against TRMT in compliance in all material respects with all Laws which apply to such entity or any TRMT Subsidiaryits business, alleging any properties or assets, except where past non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to None of the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(ACompanies has received any (a) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. written communication or (b) TRMT to the Knowledge of the Company, oral communication, in each case during the past three (3) years from a Governmental Authority that alleges that such Person is not in compliance in all material respects with any Law. Neither the Companies nor any director, officer, agent, employee or Affiliate of the Companies has taken any action, directly or indirectly, that would result in a violation by such persons of the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and each TRMT Subsidiary the rules and regulations thereunder. None of the Companies, or any director, officer, agent, employee or Affiliate of the Companies, is in possession currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Each of the Companies owns, holds or possesses all authorizationsmaterial permits, licenses, permits, certificates, approvals, variances, exemptionsfranchises, orders, franchisesconsents, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) that are necessary for TRMT and each TRMT Subsidiary to entitle it to own or lease, operate and use its assets or and to carry on and conduct its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where . All fees and charges with respect to such Permits as of the failure to be date hereof have been paid in possession of, full. Each such Permit held or possessed by the failure to be valid or Companies is in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not hadall material respects, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not the Companies are in compliance in all material respects with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) Since The Parent Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2014, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance violations or noncompliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Parent Material Adverse Effect. Notwithstanding anything to the contrary Effect and excluding instances where a Parent Company may operate inconsistent with its rulebook in this Section 4.5(a), the provisions potential violation of Section 4.5(a)(i)(A19(g) and Section 4.5(a)(ii) shall of the Exchange Act where it is not apply reasonably expected to Laws addressed result in Section 4.10, Section 4.11 and Section 4.13a disciplinary action by the SEC. None of the Parent Companies has received any written communication during the past two years from a Governmental Entity that alleges that any Parent Company is not in compliance with any Law in any material respect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2014, have been in compliance with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each TRMT Subsidiary is case, in possession violation of all authorizationsthe Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, licensesgifts, permitsentertainment or other unlawful expenses relating to political activity, certificates(ii) offered, approvalspromised, variancespaid or delivered any fee, exemptionscommission or other sum of money or item of value, ordershowever characterized, franchisesto any finder, certifications and clearances agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any Governmental Authority and accreditation and certification agenciessuch customer or supplier, bodies for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession ofunlawful reciprocal practice, or the failure made any other unlawful payment or given any other unlawful consideration to be valid or in full force and effect of, any such TRMT Permitscustomer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to havehave a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2014, have been in compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of Parent, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, would reasonably be expected to have a TRMT Parent Material Adverse Effect. (d) The Parent Companies have in effect all Permits, necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not All Permits of the Parent Companies are in compliance with the terms of any such TRMT Permitsfull force and effect, except where the failure to be in compliance with the terms of any such TRMT Permitsfull force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Parent Material Adverse Effect. (e) Neither Parent nor any of its Related Persons is subject to any applicable “statutory disqualification” (within the meaning of Section 3(a)(39) of the Exchange Act). For purposes of this Section 4.10(e), “Related Persons” of Parent means, (i) any “affiliate” of Parent (as such term is defined in Rule 12b-2 under the Exchange Act); (ii) any other Person (other than any director, officer or affiliate of the Company) with which Parent has any agreement, arrangement or understanding (whether or not in writing) to act together for the purpose of acquiring, voting, holding or disposing of shares of the capital stock of the Company; (iii) any executive officer (as defined under Rule 3b-7 under the Exchange Act) or director of Parent; and (iv) any partnership or limited liability company in which Parent is a general partner, managing member or manager. Parent is not a registered broker or dealer that has been admitted to membership in any national securities exchange registered under Section 6 of the Exchange Act with the SEC that is a direct or indirect subsidiary of the Company (any such national securities exchange referred to generally as an “Exchange”).

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT Amcor and each TRMT Amcor Subsidiary is, and since the Applicable Date has complied and is been, in compliance with all (A) Laws (including Environmental Laws) and is not, and since the Applicable Date has not been, in default under, or in violation of, any Law or Order applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT Amcor, such Subsidiaries or any TRMT Subsidiary is boundof their respective properties or assets, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any except where such non-compliance with any such Lawscompliance, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually default or in the aggregate, have violation has not had, and would not reasonably be expected to have, a TRMT individually or in the aggregate, an Amcor Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT Amcor and each TRMT Subsidiary is the Amcor Subsidiaries are, and since the Applicable Date have been, in possession of all franchises, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exceptions, exemptions, ordersconsents, franchisescertificates, certifications registrations, concessions, approvals and clearances orders of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Entity necessary for TRMT Amcor and each TRMT Subsidiary the Amcor Subsidiaries to own its own, lease and operate their properties and assets or and to carry on its respective business substantially their businesses as it is they are now being conducted as of (the date hereof (“TRMT Amcor Permits”), except where the failure to have any of the Amcor Permits has not had, and all such TRMT would not reasonably be expected to have, individually or in the aggregate, an Amcor Material Adverse Effect. All Amcor Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT individually or in the aggregate, an Amcor Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Amcor and each Amcor Subsidiary is currently not in compliance with the terms of any such TRMT all Amcor Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT individually or in the aggregate, an Amcor Material Adverse Effect. (c) Neither Amcor nor any Amcor Subsidiary is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would reasonably be expected to have, individually or in the aggregate, an Amcor Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1Each of Parent and the Parent Subsidiaries is, 2018: (i) TRMT and each TRMT Subsidiary and, since December 31, 2022, has complied and is been, in compliance with all (A) Laws (including Environmental all, and is not in default under or in violation of any, applicable Laws) applicable , other than any noncompliance, default or violation that would not reasonably be expected, individually or in the aggregate, to TRMT have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any written communication since December 31, 2022 and any TRMT Subsidiary or by which any asset prior to the date of TRMT this Agreement from a Governmental Entity that alleges that Parent or any TRMT Parent Subsidiary is boundnot in compliance with or is in default or violation of any applicable Law, and except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (Bb) TRMT PermitsIn the last five years, and (ii) no notice, charge or assertion has been received by TRMT or neither Parent nor any TRMT Parent Subsidiary ornor, to the Knowledge of TRMTParent, is threatened against TRMT any of their respective directors, officers, employees nor any other Person acting on behalf of the Parent or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses Parent Subsidiary has: (i) and been a Sanctioned Person or been organized, a resident of or located in a Sanctioned Country; (ii) for engaged in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country; (iii) made any unlawful payment or given, offered, promised, or authorized or agreed to give, any money or thing of value, directly or indirectly, to any Person in violation of any Anti-Corruption Laws; or (iv) otherwise violated Trade Controls or Anti-Corruption Laws. (c) In the last five years, neither Parent nor any Parent Subsidiary has (i) received from any Governmental Entity or any other Person any notice, inquiry, or internal or external allegation, (ii) made any voluntary or involuntary disclosure to a Governmental Entity or (iii) conducted any internal investigation or audit, in each case, concerning any actual or potential violation or wrongdoing related to Trade Controls or Anti-Corruption Laws. (d) Parent and the Parent Subsidiaries are in possession, and at all times since December 31, 2022 have been in possession, of all franchises, tariffs, grants, authorizations, licenses, permits, easements, rights of way, servitudes, variances, exemptions, consents, certificates, approvals and orders of any Governmental Entity necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Parent Permits”), except where the failure to be in possession of such instances of non-compliance thatParent Permits would not reasonably be expected, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT All Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitswould not reasonably be expected, individually or in the aggregate, has not hadto have a Parent Material Adverse Effect. To the Knowledge of Parent, and there is no outstanding violation in any material respect of any of the Parent Permits by Parent or any Parent Subsidiary (as applicable). No suspension or cancellation of any of the Parent Permits is, to the Knowledge of Parent, pending or threatened, except where such suspension or cancellation would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitsexpected, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Parent Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are and since January 1, 2012 have been in material compliance with all Laws. None of the Company or any of its Subsidiaries has received any written notice since January 1, 2012 from a Governmental Authority that alleges that such Person is not in compliance in any material respect with any Law. (b) The Company and its Subsidiaries hold, and are in compliance with, all Permits necessary for the conduct of their businesses as presently conducted, except where the failure to hold or be in compliance with such Permits would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company or its Subsidiaries. (c) Since January 1, 2018: 2012, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any officer or director or agent acting on behalf of any of them, has (i) TRMT been or is designated on any list of any U.S. Governmental Authority related to customs and each TRMT Subsidiary has complied international trade Laws, including the United States Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT Blocked Persons List, the U.S. Department of Commerce’s Denied Persons List, the Commerce Entity List and any TRMT Subsidiary or by which any asset the U.S. Department of TRMT or any TRMT Subsidiary is boundState’s Debarred List, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT participated in any transaction involving such a Person or any TRMT Subsidiary orcountry subject to U.S. sanctions administered by OFAC, (iii) exported (including deemed exportation) or re-exported, directly or indirectly, any goods, technology or services in violation of any applicable U.S. export control or economic sanctions Laws or (iv) participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Laws, including support for international terrorism and nuclear, chemical or biological weapons proliferation. (d) Since January 1, 2012, neither the Company nor its Subsidiaries, nor, to the Knowledge of TRMTthe Company, any agent acting at their direction has provided, offered, gifted or promised, directly or knowingly through another person, anything of value to any Person employed by or that is threatened against TRMT an agent of any Governmental Authority or any TRMT Subsidiarypolitical party or that is a candidate for Governmental Authority office (a “Government Official”) for the purpose of: (i) influencing any act or decision of such Government Official in his or her official capacity, alleging inducing such Government Official to do or omit to do any non-compliance with act in violation of his or her lawful duty or securing any improper advantage for the Company or its Subsidiaries, or (ii) inducing such LawsGovernment Official to use his or her influence to affect or influence any act or decision of any Governmental Authority, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually in order to assist the Company or its Subsidiaries in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13obtaining or retaining business. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. Except with respect to those matters described in Sections 2.12 (Taxes), 2.13 (Employee Benefit Plans; ERISA), 2.14 (Labor Matters), and 2.17 (Environmental Matters): (a) Since January 1, 2018: 2014, each of Seller (ito the extent related to the Business) TRMT and each TRMT Subsidiary the Business Subsidiaries has complied and is been in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT Seller or any TRMT Subsidiary is bound, of its assets and properties (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary orin each case, to the Knowledge of TRMT, is threatened against TRMT extent related to the Business) and the Business Subsidiaries or any TRMT Subsidiaryof their assets and properties, and none of Seller or the Business Subsidiaries has received any written notice from a Governmental Authority alleging any non-compliance with any such Lawsnoncompliance, except in the each case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Business Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT Since January 1, 2014, Seller (to the extent related to the Business) and each TRMT Subsidiary is the Business Subsidiaries are and have been in possession of of, and in compliance with, all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Permits necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially the Business as it is being conducted as of the date hereof (“TRMT Permits”)currently conducted, and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect ofand are not subject to any Action that would result in any modification, any such TRMT Permitstermination or revocation thereof, except, in each case, as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Business Material Adverse Effect. Neither TRMT nor . (c) None of Seller or its Subsidiaries, or to the Knowledge of Seller, any TRMT Subsidiary has received director, officer, employee, agent or other person acting on behalf of Seller or its Subsidiaries has, directly or indirectly, (i) used any written claim funds of Seller or notice that TRMT 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 Table of Contents from funds of Seller or its Subsidiaries; (iii) violated or is in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any TRMT Subsidiary is currently not other applicable Law that relates to bribery or corruption; (iv) established or maintained any unlawful fund of monies or other assets of Seller or its Subsidiaries; (v) made any fraudulent entry on the books or records of Seller or its Subsidiaries; or (vi) made any unlawful bribe, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in compliance with the terms of any such TRMT Permitsmoney, property or services, to obtain favorable treatment in securing business to obtain special concessions for Seller or its Subsidiaries, except where the failure to be in compliance with the terms of any such TRMT Permitseach case as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Business Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The Company and each TRMT Subsidiary of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable violated, or been threatened to TRMT and any TRMT Subsidiary be charged or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances given notice of any Governmental Authority and accreditation and certification agenciesviolation of any Law, bodies or other organizations, including building permits and certificates at any of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectproperties, except where the failure to be in possession ofsuch non-compliance, default or the failure to be valid or in full force and effect of, any such TRMT Permitsviolation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. . (b) Neither TRMT the Company, any of its Subsidiaries, nor any TRMT Subsidiary has received any written claim or notice that TRMT of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any TRMT Subsidiary is currently not other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in compliance with any jurisdiction outside the terms United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any such TRMT Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to be in compliance with the terms of have any such TRMT PermitsCompany Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is Except as set forth in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(aSchedule 4.14(a), the provisions Seller is now complying and has complied in all material respects with all Laws applicable to the Business or its properties or assets. Except as set forth in Schedule 4.14(a), none of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply the Seller nor the Stockholders have received any notice from any Person concerning alleged violations of, or the occurrence of any events or conditions resulting in alleged noncompliance with, any Law applicable to Laws addressed in Section 4.10, Section 4.11 and Section 4.13the Seller or the Business. (b) TRMT and each TRMT Subsidiary is Except as set forth in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”Schedule 4.14(b), all material Permits (other than Environmental Permits) required for the Seller to conduct the Business have been obtained by the Seller and all such TRMT Permits are valid and in full force and effect, except where and the failure Seller is in material compliance therewith. All fees and charges with respect to be such Permits due and payable as of the date hereof have been paid in possession of, or full. Schedule 4.14(b) lists all material current Permits issued to the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, Seller. The Seller has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim notice from any Governmental Authority asserting any revocation, suspension, lapse or notice limitation of any Permit set forth in Schedule 4.14(b). (c) None of the Seller, the Stockholders nor any respective Representative (with respect to any third party Representatives, only as it relates to the Business) thereof has directly or indirectly, (i) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns or violated any provisions of any applicable anti-bribery Laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), or (ii) taken any action that TRMT would constitute a violation of any applicable anti-bribery Laws, including the FCPA, including making use of the mails or any TRMT Subsidiary 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 currently not defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Business has been conducted in compliance with the terms FCPA; and the Seller maintains policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith by the Seller. (d) Schedule 4.14(d) contains a list of all agents, intermediaries, importers and other similar Persons of the Seller used in the preceding two years outside of the U.S. to arrange or facilitate the sale, purchase, export, import or transport of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually materials or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectgoods.

Compliance with Laws; Permits. (a) Since The Parent Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2015, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT PermitsExcept as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary , since January 1, 2015, none of the Parent Companies has received any written claim or notice communication from a Governmental Entity that TRMT or alleges that any TRMT Subsidiary Parent Company is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be Law in compliance with the terms of any such TRMT Permitsmaterial respect. (b) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and, at all times since January 1, 2015, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country; (iii) made any payment to any policyholder, Parent Agent or supplier, or to any officer, director, partner, employee or agent of any such policyholder, Parent Agent or supplier, for the unlawful sharing of fees to any such policyholder, Parent Agent or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges; (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such policyholder, Parent Agent or supplier or any such officer, director, partner, employee or agent; or (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any other country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and, at all times since January 1, 2015, have been in, compliance in all material respects with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations, the Arms Export Control Act and implementing International Traffic in Arms Regulations and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of Parent, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, have had, or would reasonably be expected to have, a Parent Material Adverse Effect. (d) Parent Companies have in effect all Permits necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. All Permits of the Parent Companies are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary Except as has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to havebe, a TRMT Material Adverse Effect. Notwithstanding anything material to the contrary in this Section 4.5(a)Company and its Subsidiaries, taken as a whole, (i) the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT Company and each TRMT Subsidiary is of its Subsidiaries are, and since January 1, 2022 have been, in possession compliance with all Applicable Laws and (ii) neither the Company nor any of all authorizationsits Subsidiaries nor any of their respective assets is, licensesto the Knowledge of the Company, permitsunder investigation with respect to or has been threatened to be charged with or given notice of, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of nor has any Governmental Authority and accreditation and certification agencies, bodies notified the Company or other organizations, including building permits and certificates any of occupancy necessary for TRMT and each TRMT Subsidiary its Subsidiaries in writing of its intent to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect conduct an investigation of, any violation of any Applicable Law, except for such TRMT Permits, individually investigations or in the aggregate, charges which has not hadbeen, and would not reasonably be expected to havebe, material to the Company and its Subsidiaries, taken as a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, whole. (b) Except as has not hadbeen, and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a TRMT Material Adverse Effectwhole, since January 1, 2022, (i) the Company and its Subsidiaries are in possession of, and in compliance with, all Permits necessary for those entities for the ownership and operation of their respective businesses as now being conducted, under and pursuant to Applicable Laws, (ii) all such Permits are in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened. (c) The Company and its directors, officers and each of its Subsidiaries, and, to the Knowledge of the Company, the directors and officers of each such Subsidiary and the respective employees, consultants and agents of the Company and its Subsidiaries (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries), are and for the past five years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. The Company and each of its Subsidiaries have adopted, maintained, and adhered to compliance policies and procedures and a system of internal controls reasonably designed to ensure compliance with Anti-Corruption Laws. (d) None of the Company, its directors, officers or any of its Subsidiaries, or, to the Knowledge of the Company, the directors or officers of any such Subsidiary or the respective employees, consultants and agents of the Company or its Subsidiaries (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries): is or has been for the past five years (i) a Sanctioned Person; (ii) transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions; or (iii) violated any Ex-Im Law. (e) Neither the Company nor any of its Subsidiaries has been for the past five years the subject of any allegation or enforcement proceeding, nor to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of applicable Anti-Corruption Laws, Ex-Im Laws or Sanctions. (f) As of the date hereof, neither the Company nor any of its Subsidiaries has applied for and obtained any benefit, loan, right or amount under the CARES Act or any other Applicable Law intended to address COVID-19 that would reasonably be expected to result in material restrictions on the business of the Company and its Subsidiaries.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Schedule 3.11, 2018: the Company is in compliance with, is not in default under and has received no written notice from any Governmental Entity and the Seller has no Knowledge that it is not in compliance with or default under (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Applicable Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and ; (ii) no noticeall applicable rules, charge ordinances, resolutions, codes, edicts, regulations, rulings, requirements, orders, Consents, approvals, writs, judgments, injunctions, awards, determinations and decrees issued, enacted, adopted, promulgated, implemented or assertion has been received otherwise put into effect by TRMT any court, other Governmental Entity or any TRMT Subsidiary orarbitrator; (iii) the Insurance Licenses; and (iv) its Permits (other than the Insurance Licenses), except, with respect to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and - (ii) for such instances of non-compliance thativ), where noncompliance or default would not reasonably be expect to have, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to Effect on the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Company. (b) TRMT and each TRMT Subsidiary is in possession of The Company has all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Permits necessary for TRMT and each TRMT Subsidiary to own the ownership of its assets or and Properties and to carry on conduct its respective business substantially as it is being conducted as of the date hereof (a “TRMT PermitsMaterial Permit”), and all such TRMT Material Permits are valid and in full force and effect, except where the failure by the Company to be in possession of, or the failure to be valid or in full force and effect of, have any such TRMT Permits, individually or in the aggregate, has not had, and Permit would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, a Material Adverse Effect on the Company. (c) To the Seller’s Knowledge, since January 1, 2003, the Company has not hadengaged in any corrupt business practices or price fixing, and would not bid rigging or any other anticompetitive activity of any type. (d) Since January 1, 2003 neither the Company nor its directors or officers, nor to the Seller’s Knowledge any Employees or agents, has (i) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office (x) which could reasonably be expected to havesubject the Company, the Buyer or the business to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (y) the non-continuation of which has had or could reasonably be expected to have a TRMT Material Adverse EffectEffect on the Company or (ii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary Except as has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary not had or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatcould not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything Effect on Parent and its Subsidiaries taken as a whole: (i) Parent and its Subsidiaries are (and since January 1, 2006 have been) in compliance with all Laws applicable to Parent or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations, (ii) Parent and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the contrary in this Section 4.5(a)lawful conduct of their respective businesses (collectively, the provisions of Section 4.5(a)(i)(A“Parent Permits”) and Section 4.5(a)(ii(iii) shall not apply to Laws addressed Parent and its Subsidiaries are (and since January 1, 2006 have been) in Section 4.10, Section 4.11 and Section 4.13compliance with the terms of all Parent Permits. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies Except as has not had or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitscould not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT Effect on Parent and its Subsidiaries taken as a whole, since January 1, 2006, neither Parent nor any TRMT Subsidiary of its Subsidiaries has received any written claim notice to the effect that a Governmental Authority (i) claimed or notice alleged that TRMT Parent or any TRMT Subsidiary is currently of its Subsidiaries was not in compliance with all Laws applicable to Parent or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (ii) was considering the terms amendment, termination, revocation or cancellation of any such TRMT PermitsParent Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Parent Permit, except where the failure to be in compliance with the terms of any for such TRMT Permitsrevocations or cancellations that could not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect on Parent and its Subsidiaries taken as a whole.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The Company and each TRMT Subsidiary of the Company’s Subsidiaries have complied with and not defaulted under or violated any applicable Laws and none of them has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable violated, or been threatened to TRMT and any TRMT Subsidiary be charged or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances given notice of any Governmental Authority and accreditation and certification agenciesviolation of any Law, bodies or other organizations, including building permits and certificates at any of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectproperties, except where the failure to be in possession ofsuch non-compliance, default or the failure to be valid or in full force and effect of, any such TRMT Permitsviolation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. . (b) Neither TRMT the Company, any of its Subsidiaries, nor any TRMT Subsidiary has received any written claim or notice that TRMT of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any TRMT Subsidiary is currently not other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in compliance with any jurisdiction outside the terms United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any such TRMT Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to be in compliance with the terms of have any such TRMT PermitsCompany Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The Company and each TRMT Subsidiary has complied and is its Subsidiaries are in compliance in all material respects with all (A) Laws laws (including Environmental common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge of its Subsidiaries any of their properties or assertion has been received by TRMT other assets or any TRMT Subsidiary orof their businesses or operations. The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the Knowledge lawful conduct of TRMTtheir respective businesses (collectively, is threatened against TRMT “Permits”). The Company and its Subsidiaries are in compliance in all material respects with the terms of all Permits. The consummation of the Merger will not cause the revocation or cancellation of any TRMT Subsidiary, alleging any non-compliance with any such LawsPermit, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatrevocations or cancellations as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Company Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially Except as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitswould not have, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT , none of the Company or any TRMT Subsidiary is currently not of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in compliance with each case acting in their capacities as such) has , in the terms past three (3) years, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such TRMT Permitscustomer or supplier, except where for the failure unlawful sharing of fees to be any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation, the terms Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Foreign Assets Control Regulations, the U.S. Customs Regulations, or any Law, ruling, decision, writ, judgment, or injunction of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectGovernmental Authority issued pursuant thereto.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries, including with respect to any Company Plan, are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2018 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (A) Laws (including Environmental “Laws) ”), Judgments, in each case, that are applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsits Subsidiaries, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, agents acting on their behalf is, and for the last five (5) years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder; (ii) the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states; (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the Company’s Knowledge, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries within the last five (5) years has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their officers, directors, employees and agents acting on their behalf is, and, for the last five (5) years has been, in compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation regulations administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”) and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person (i) located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea, or (ii) with any person that is the subject of Sanctions (including, without limitation, persons listed on OFAC’s Specially Designated Nationals and Blocked Persons List or the Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security), in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws. (g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly or indirectly to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (h) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws, Sanctions, Anti-Money Laundering Laws, and Export Control Laws. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary Except as has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to havebe, material to Parent and its Subsidiaries, taken as a TRMT Material Adverse Effect. Notwithstanding anything whole, (i) Parent and each of its Subsidiaries are, and since January 1, 2022 have been, in compliance with all Applicable Laws and (ii) neither Parent nor any of its Subsidiaries nor any of their respective assets is, to the contrary in this Section 4.5(a)Knowledge of the Company, the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply under investigation with respect to Laws addressed in Section 4.10or has been threatened to be charged with or given notice of, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of nor has any Governmental Authority and accreditation and certification agencies, bodies notified Parent or other organizations, including building permits and certificates any of occupancy necessary for TRMT and each TRMT Subsidiary its Subsidiaries in writing of its intent to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect conduct an investigation of, any violation of any Applicable Law, except for such TRMT Permits, individually investigations or in the aggregate, charges which has not hadbeen, and would not reasonably be expected to havebe, material to Parent and its Subsidiaries, taken as a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, whole. (b) Except as has not hadbeen, and would not reasonably be expected to havebe, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a TRMT Material Adverse Effectwhole, since January 1, 2022 (i) Parent and its Subsidiaries are in possession of, and in compliance with, all Permits necessary for those entities for the ownership and operation of their respective businesses as now being conducted, under and pursuant to Applicable Laws, (ii) all such Permits are in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened. (c) Parent and its directors, officers and each of its Subsidiaries, and, to the Knowledge of Parent, the directors and officers of each such Subsidiary and the respective employees, consultants and agents of Parent and its Subsidiaries (in each case, to the extent acting for or on behalf of Parent or any of its Subsidiaries), are and for the past five years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. Parent and each of its Subsidiaries have adopted, maintained, and adhered to compliance policies and procedures and a system of internal controls reasonably designed to ensure compliance with Anti-Corruption Laws. (d) None of Parent, its directors, officers or any of its Subsidiaries, or, to the Knowledge of Parent, the directors or officers of any such Subsidiary or the respective employees, consultants and agents of Parent or its Subsidiaries (in each case, to the extent acting for or on behalf of Parent or any of its Subsidiaries): is or has been for the past five years (i) a Sanctioned Person; (ii) transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions; or (iii) violated any Ex-Im Law. (e) Neither Parent nor any of its Subsidiaries has been for the past five years the subject of any allegation or enforcement proceeding, nor to the Knowledge of Parent, any inquiry or investigation, regarding any possible violation of applicable Anti-Corruption Laws, Ex-Im Laws or Sanctions.

Compliance with Laws; Permits. (a) Since The Company and its Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2006 have been, in compliance with and are not in default under or in violation of, and have not received any written or oral notices of any pending violation with respect to, any and all (A) material Laws (including Environmental Laws) and Orders applicable to TRMT the Company and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13its Subsidiaries. (b) TRMT The Company and each TRMT Subsidiary is of its Subsidiaries has in possession of effect all approvals, authorizations, licenses, permits, certificates, approvals, variances, exemptions, ordersfilings, franchises, certifications licenses (including the Liquor Licenses), notices and clearances permits of any or with all Governmental Authority Entities, and accreditation and certification agenciesthird persons (collectively, bodies or other organizations, including building permits and certificates of occupancy “Permits”) necessary for TRMT it to own, lease or operate its properties and each TRMT Subsidiary to own its other assets or and to carry on its respective business substantially and operations as it is being currently conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any possess all such TRMT Permits, individually or in the aggregate, Permits has not hadnot, and would not reasonably be expected to haveto, result in a TRMT Material Adverse Effect. Neither TRMT nor Since January 1, 2004, except in each case which has been cured, there has occurred no default under, or violation, of, any TRMT Subsidiary such Permit and none of the Company or any of its Subsidiaries has received any written claim or notice that TRMT such Permit will not be renewed. The consummation of the transactions contemplated in this Agreement (including the Offer or any TRMT Subsidiary is currently the Merger) will not in compliance with affect the terms validity or cause the revocation, modification or cancellation of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and Permit other than as would not reasonably be expected to have, have a TRMT Material Adverse Effect. (c) The Company and each of its Subsidiaries have made, on a timely and accurate basis, all filings with all Governmental Entities and obtained all registrations and authorizations required for the offer and sale of franchises in all states and provinces in the United States, where it offers or has offered or sold franchises, including all amendment and renewal filings, and the Uniform Franchise Offering Circulars and any other franchise disclosure document (“UFOCs”) used in connection with the offer and sale of franchises for the brands comply in all material respects with the requirements of applicable Laws, rules and regulations applicable to their use at the times used. (d) Section 3.10(d) of the Company Disclosure Schedule sets forth a complete and accurate list of each United States jurisdiction in which the Company and its Subsidiaries since January 1, 2004, have been, and are currently, registered or authorized to offer and sell franchises and jurisdictions in which the Company sold a franchise since January 1, 2004. (e) Section 3.10(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all liquor licenses (including wine and beer licenses) held or used by the Company and any of its Subsidiaries (collectively, the “Liquor Licenses”) in connection with the operation of each restaurant operated by the Company or any of its Subsidiaries, along with the name and address of each such restaurant, and the expiration date of each such Liquor License. To the extent required by applicable Law, each restaurant currently operated by the Company or any of its Subsidiaries possesses a valid Liquor License. Each of the Liquor Licenses has been validly issued, and any subsequent changes in fact (other than the execution of this Agreement by the Company and, as of the Appointment Time, the payment for shares tendered in the Offer) affecting such licenses that were required by Law to be reported to the applicable alcoholic beverage licensing authorities, have been so reported. Each Liquor License is in full force and effect and is adequate for the current conduct of the operations at the restaurant for which it is used. Except as set forth on Section 3.10(e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received any written notice of any pending or threatened modification, suspension or cancellation of a Liquor License or any proceeding related thereto. Except as set forth on Section 3.10(e) of the Company Disclosure Schedule, there are no pending disciplinary actions or past disciplinary actions or any other actions relating to the Liquor License that would reasonably be expected to have any material and adverse impact on any restaurant or the ability to maintain or renew any Liquor License.

Compliance with Laws; Permits. (a) Since Grizzly and the Grizzly Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2010 have been, in compliance with all all, and have received no notice of any violation (Aas yet unremedied) Laws (including Environmental of any, Laws) , applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT Grizzly, such Grizzly Subsidiaries or any TRMT Subsidiary is boundof their respective properties or assets, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any except where such non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a TRMT Material Adverse EffectEffect on Grizzly. Notwithstanding anything to the contrary contained in this Section 4.5(a)7.7, no representation or warranty shall be deemed to be made in this Section 7.7 in respect of environmental, Tax, employee benefits or labor Laws, which are the provisions subject of the representations and warranties made in Section 4.5(a)(i)(A) 7.9, Section 7.10, Section 7.11 and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.107.12, Section 4.11 and Section 4.13respectively. (b) TRMT Grizzly and each TRMT Subsidiary is the Grizzly Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptionsexceptions, ordersconsents, franchisescertificates, certifications approvals and clearances orders of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT Grizzly and each TRMT Subsidiary the Grizzly Subsidiaries to own its own, lease and operate their properties and assets or to carry on its respective business substantially their businesses as it is they are now being conducted as of (the date hereof (“TRMT Grizzly Permits”), and all such TRMT except where the failure to have any of the Grizzly Permits has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Grizzly. All Grizzly Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and or would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectEffect on Grizzly.

Compliance with Laws; Permits. (a) Since The Parent Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2017, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, have a TRMT Parent Material Adverse Effect. Notwithstanding anything Since January 1, 2017, none of the Parent Companies has received any written communication from a Governmental Entity that alleges that any Parent Company is not in compliance with any material Law, except for such noncompliance, individually or in the aggregate, that has not had and would not reasonably be expected to the contrary in this Section 4.5(a)have, the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13a Parent Material Adverse Effect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Parent Companies, taken as a whole, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each TRMT Subsidiary is case, in possession violation of all authorizationsthe Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, licensesgifts, permitsentertainment or other unlawful expenses relating to political activity, certificates(ii) offered, approvalspromised, variancespaid or delivered any fee, exemptionscommission or other sum of money or item of value, ordershowever characterized, franchisesto any finder, certifications and clearances agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any Governmental Authority such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies and accreditation their respective Affiliates, directors, officers and certification agenciesemployees are in, bodies or other organizationsand at all times since January 1, 2017, have been in, compliance with applicable United States and foreign export control laws and regulations, including building permits the United States Export Administration Act and certificates implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of occupancy Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, would have or would reasonably be expected to have a Parent Material Adverse Effect. (d) The Parent Companies have in effect all material Permits necessary for TRMT them to own, lease, operate or use their properties and each TRMT Subsidiary to own its assets or to carry on its respective business substantially their businesses as it is being conducted as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Parent Material Adverse Effect. All material Permits of the date hereof (“TRMT Permits”), and all such TRMT Permits Parent Companies are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with To the terms knowledge of any such TRMT PermitsParent, except where the failure to be in compliance with the terms of any such TRMT Permitsas, individually or in the aggregate, has not had, and would not reasonably be expected to havebe material and adverse to the Parent Companies, taken as a TRMT Material Adverse Effectwhole, each employee of any of the Parent Companies has in effect all material Permits necessary for such employee to carry on the business of the Parent Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) Since The Acquired Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2015, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Notwithstanding anything to Since January 1, 2015, none of the contrary Acquired Companies has received any written communication from a Governmental Entity that alleges that any Acquired Company is not in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed compliance with any Law in Section 4.10, Section 4.11 and Section 4.13any material respect. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT PermitsExcept as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and, at all times since January 1, 2015, have been in, compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78a et seq. Neither TRMT (1997 and 2000)) and any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, the “Fraud and Bribery Laws”) and none of the Acquired Companies nor any TRMT Subsidiary has received of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any written claim Acquired Company’s behalf have directly or notice that TRMT indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any TRMT Subsidiary is currently not in compliance with the terms other country; (iii) made any payment to any policyholder, Company Agent or supplier, or to any officer, director, partner, employee or agent of any such TRMT Permitspolicyholder, except where Company Agent or supplier, for the failure unlawful sharing of fees to be any such policyholder, Company Agent or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges; (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such policyholder, Company Agent or supplier or any such officer, director, partner, employee or agent; or (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any other country, or relating to economic sanctions or embargoes, corrupt practices, money laundering or compliance with the terms of any such TRMT Permitsunsanctioned foreign boycotts. (c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and, at all times since January 1, 2015, have been in, compliance in all material respects with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations, the Arms Export Control Act and implementing International Traffic in Arms Regulations and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Acquired Companies with respect to export activity or export licenses that, individually or in the aggregate, have had, or would reasonably be expected to have, a Company Material Adverse Effect. (d) The Acquired Companies have in effect all permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Permits of the Acquired Companies are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) no Permit of any Acquired Company has been revoked, suspended, terminated or impaired in any manner since January 1, 2015 and (ii) no Acquired Company is the subject of any pending or, to the knowledge of the Company, threatened Action seeking the revocation, suspension, termination or impairment of any Permit of any Acquired Company.

Compliance with Laws; Permits. (A) The Company is (and has been at all times during the past (5) five years) in compliance with all applicable Laws in all material respects. Except as set forth in Section 3.23(A) of the Disclosure Schedules, (i) the Company has not received written notice that it has been charged with or is under investigation with respect to any violation of any applicable Law or other requirement of a Governmental Authority, (ii) the Company is not a party to, or bound by, any Order, judgment, decree, injunction, rule or award of any Governmental Authority or arbitrator having a material effect on the Company, and (iii) the Company has filed all reports and has all Licenses that are material to the Company and required to be filed with any Governmental Authority on or prior to the date hereof. The Company does not sell, nor in the past five (5) years has sold, any product or provided any services to any Governmental Authority. The Company is not currently under any Contract with any Governmental Authority. The Company is not debarred or suspended from doing business with any Governmental Authority. (B) Neither the Company, any officer or director of the Company, nor any agent acting on behalf of the Company (a) Since January 1has been or is designated on any list of any U.S. Governmental Authority, 2018: including the OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Denied Persons List, the U.S. Department of Commerce Entity List, and the U.S. Department of State Debarred List, (ib) TRMT has participated in any transaction involving such designated person or entity, or any country that is subject to U.S. sanctions administered by OFAC, (c) has exported (including deemed exportation) or re-exported, directly or indirectly, any goods, technology or services in violation of any applicable U.S. export control or economic sanctions laws administered by OFAC, the U.S. Department of Commerce or the U.S. Department of State, or (d) has participated in any export, re-export or transaction connected with any purpose prohibited by U.S. export control and economic sanctions laws, including support for international terrorism and nuclear, chemical or biological weapons proliferation. (C) The Company and each TRMT Subsidiary is in compliance, and has complied complied, in all material respects with applicable anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act and similar laws of those countries in which the Company conducts business, and there are no material unresolved investigations or claims concerning any liability of the Company with respect to such Laws. The Company is in compliance, and has complied, in all material respects with the applicable provisions of the U.S. Bank Secrecy Act and USA PATRIOT Act of 2001, as amended, and other applicable foreign Laws relating to anti-money laundering and similar matters. (D) The Company possesses and is in compliance with with, all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no noticeLicenses, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, ordersOrders, franchisesconsents, certifications approvals and clearances of franchises from any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary required to own its assets or to carry on conduct its respective business substantially businesses as it is now being conducted as of the date hereof (each, a “TRMT PermitsMaterial Permit”), and all except to the extent its absence would not be material to the Company. All such TRMT Material Permits are valid valid, binding and in full force and effect. The Company is not in default under, except where and no condition exists that, with notice or lapse of time or both, would constitute a default under, any Material Permits. None of the failure to Material Permits will be in possession ofterminated or impaired, or the failure to be valid become terminable, in whole or in full force part, as a result of the transactions contemplated by this Agreement. The Company has taken all necessary action to maintain each Material Permit and effect ofno loss or expiration of any Material Permit is pending, threatened in a writing delivered to the Company or reasonably foreseeable by the Company (other than expiration upon the end of any such TRMT Permits, individually or in term). Section 3.23(D) of the aggregate, has not had, and would not reasonably be expected to have, a TRMT Disclosure Schedules lists each Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance Permit together with the terms name of any the Governmental Authority issuing such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectPermit.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) Except for such instances of non-compliance matters that, individually or in the aggregate, have not had, had and would not reasonably be expected to have, have a TRMT Material Adverse Effect, the Company and each of the Company Subsidiaries are and since January 1, 2016, have been, in compliance with all applicable Laws. Notwithstanding anything Since January 1, 2016 neither the Company nor any of the Company Subsidiaries has received any written notice or, to the contrary Company’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual or possible noncompliance with any Law, except for matters that, individually or in this Section 4.5(a)the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect or prevent, materially impair or materially delay the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Company from consummating the Merger. (b) TRMT and each TRMT Subsidiary To the Knowledge of the Company, since January 1, 2016, neither the Company or any of the Company Subsidiaries nor any of its or their respective directors, managers, officers, employees, consultants, agents or other Representatives, has (with respect to directors, managers, officers, employees, consultants, agents or other Representatives, when acting for or on behalf of the Company or any of the Company Subsidiaries) violated or is in possession violation of the Foreign Corrupt Practices Act of 1977 or any other applicable Law of similar effect. Except as permitted by applicable Law, neither the Company nor any of the Company Subsidiaries has, at any time since January 1, 2016, engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or, to the Knowledge of the Company, indirectly, to or from Cuba, Iran, North Korea, Sudan or Syria. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all authorizationsexports, licensesre-exports, permitssales or transfers of products or services by the Company and the Company Subsidiaries have been effected in accordance with all applicable anti-corruption, certificatesexport control, approvalseconomic sanctions, variances, exemptions, orders, franchises, certifications and clearances anti-boycott Laws of the United States or any Governmental Authority other relevant jurisdiction. (c) Each of the Company and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy the Company Subsidiaries hold all material Permits necessary for TRMT the lawful conduct of their respective businesses or ownership of their respective assets and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectproperties, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any hold such TRMT Permits, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary Each of the Company and the Company Subsidiaries is currently not in compliance with the terms of any all such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitsnon-compliance, individually or in the aggregate, has not had, had and would not reasonably be expected to havehave a Material Adverse Effect. Since January 1, 2016, neither the Company nor any of the Company Subsidiaries has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual or threatened revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) Since The Acquired Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2014, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance violations or noncompliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Company Material Adverse Effect. Notwithstanding anything to the contrary Effect and excluding instances where an Acquired Company may operate inconsistent with its rulebook in this Section 4.5(a), the provisions potential violation of Section 4.5(a)(i)(A19(g) and Section 4.5(a)(ii) shall of the Exchange Act where it is not apply reasonably expected to Laws addressed result in Section 4.10, Section 4.11 and Section 4.13a disciplinary action by the SEC. None of the Acquired Companies has received any written communication during the past two years from a Governmental Entity that alleges that any Acquired Company is not in compliance with any Law in any material respect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies and each TRMT Subsidiary is in possession their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2014, have been in, compliance with the U.S. Foreign Corrupt Practices Act of all authorizations1977, licensesas amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), permitsand any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, certificates, approvals, variances, exemptions, orders, franchises, certifications the “Fraud and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT PermitsBribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all such TRMT times since January 1, 2014, have been in, compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Acquired Companies with respect to export activity or export licenses that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (d) The Acquired Companies have in effect all permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All Permits of the Acquired Companies are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are, and have been since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2021, in compliance with all local, state, federal or foreign laws, statutes, ordinances, codes, rules or regulations (A“Laws”) Laws (including Environmental Laws) or Judgments, applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsits Subsidiaries, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvalsapprovals and authorizations from Governmental Authorities (collectively, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy “Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to hold the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company, each of its Subsidiaries and each of its and their directors, officers and employees acting in possession ofsuch capacity and, to the Knowledge of the Company, each of its and their other agents acting on its or their behalf, is, and has been since October 1, 2018, in compliance in all material respects with (A) the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) to the extent applicable to the Company, its Subsidiaries and such directors, officers, employees and agents, and (B) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering and sanctions Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated, in the case of clauses (A) and (B), to the extent applicable to the Company, its Subsidiaries and each of its and their directors, officers, employees and agents. Since October 1, 2018, none of the Company, any of its of its Subsidiaries or any of its or their directors, officers or employees acting in such capacity or, to the Knowledge of the Company, any of its or their other agents acting on its or their behalf, have paid, offered or promised to pay, or authorized or ratified the failure payment, directly or indirectly, of any monies or anything of value to be valid any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of any Governmental Authority to obtain or retain business, or direct business to any person, or to secure any other improper benefit or advantage, in full force each case in violation of the FCPA or any Laws described in clause (B) of the preceding sentence. The Company and effect ofits Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption, anti-money laundering and sanctions Laws in each jurisdiction in which the Company and its Subsidiaries operate. Neither the Company nor any of its Subsidiaries are subject to any actual pending Action involving the Company or any of its Subsidiaries relating to Sanctions, the FCPA or any other anti-bribery, anti-corruption, anti-money laundering Laws. (c) Since October 1, 2018, the Company, each of its Subsidiaries and each of its and their directors and officers acting in such capacity and, to the Knowledge of the Company, each of the employees of the Company and its Subsidiaries acting on its or their behalf, have complied, in all material respects, with applicable provisions of the Export Control Laws and Sanctions. (d) None of the Company or any of its Subsidiaries, any of its or their directors or officers nor, to the Knowledge of the Company, any of its or their respective employees, agents, channel partners, resellers or representatives, is a Sanctioned Person. (e) Without limiting the foregoing, since October 1, 2018, no material Action, complaint, claim, charge, investigation, or voluntary disclosure related to the Import Laws, Export Control Laws or Sanctions is or has been imposed, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of its or their respective officers or directors acting in such TRMT Permitscapacity or, to the Knowledge of the Company, any of its or their respective employees, agents, channel partners, resellers, or representatives acting on its or their behalf, by or before any Governmental Authority. (f) Since October 1, 2018, the Company and its Subsidiaries have obtained all approvals or licenses necessary for exporting and importing the Company products in accordance with all applicable Sanctions, Export Control Laws and Import Laws, except as, individually or in the aggregate, has not had, been and would not reasonably be expected to havebe material to the Company and its Subsidiaries, taken as a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim whole. (g) Since October 1, 2018, the Company and its Subsidiaries, and each of its and their respective directors and officers acting in such capacity and, to the Knowledge of the Company, each of its and their employees, agents, channel partners, resellers and representatives acting on its or notice that TRMT or any TRMT Subsidiary is currently not their behalf, have complied and are in compliance, in all material respects, with all applicable Import Laws. (h) The Company and its Subsidiaries have had in place since October 1, 2018 an operational program, including policies, procedures and training, reasonably designed to promote compliance with the terms of any such TRMT Permitsall applicable Import Laws, Export Control Laws and Sanctions, except where the failure to be in compliance with the terms of any such TRMT Permitsas, individually or in the aggregate, has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, taken as a TRMT Material Adverse Effectwhole.

Compliance with Laws; Permits. (a) Since January 1None of the Transferred Companies has been at any time since *** in violation of any Law or Governmental Order applicable to it or its assets, 2018: properties or businesses***. Except as set forth in Section 4.9(a) of the Disclosure Schedule, no Transferred Company has received any written notice to the effect that it (i) TRMT and each TRMT Subsidiary has complied and violated or is not in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and Law or Governmental Order or (ii) is the subject of any investigation in any jurisdiction where it does business and there are no grounds for such instances the same. As of non-compliance thatthe date of this Agreement, individually none of the Transferred Companies is a party to, or in the aggregatebound by, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13any Governmental Order ***. (b) TRMT and each TRMT Subsidiary is in possession Each of the Transferred Companies holds all authorizationsgovernmental qualifications, registrations, filings, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals or authorizations necessary to conduct its Business and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own or use its assets or to carry and properties, as such Business, assets and properties are conducted, owned and used on its respective business substantially as it is being conducted as of the date hereof (collectively, the “TRMT Permits”), and all such TRMT ***. All *** Permits are valid and in full force and effect. As of the date hereof, except where none of the failure to be Transferred Companies is the subject of any pending or*** threatened Action seeking the revocation, suspension, termination, modification or impairment of any Permit***. (c) None of the Transferred Companies and*** none of their respective Representatives acting on their behalf, has, in possession ofconnection with the operation of their respective businesses, (i) used or promised any funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of the failure to be valid Foreign Corrupt Practices Act of 1977, as amended, as if it were applicable at that time, or in full force and effect ofany other similar applicable Law; (ii) paid, any such TRMT Permitspromised, individually accepted or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim unlawful contributions, payments, expenditures, gifts or notice that TRMT anything else of value; or (iii) violated or operated in noncompliance with any TRMT Subsidiary is currently not in compliance with the terms export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectGovernmental Entity.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2017 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (A“Laws”) Laws (including Environmental Laws) or Judgments, in each case, that are applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsits Subsidiaries, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary . (b) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not been, in compliance in all material respects with (x) all applicable trade, export control, import, and antiboycott laws and regulations, including the terms U.S. Export Administration Regulations (15 C.F.R. Parts 730-774), (y) the Foreign Corrupt Practices Act of 1977 and any such TRMT Permitsrules and regulations promulgated thereunder, except where and any other Laws applicable to the failure Company and its Subsidiaries that address the prevention of corruption or bribery, and (z) all laws, regulations, orders or other financial restrictions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals List, U.S. sanctions related to be in compliance with or administered by the terms U.S. Department of any such TRMT PermitsState. Except as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect, neither the Company nor any of its Subsidiaries maintain or need any national security clearance or authorization to access classified information or facilities to perform any current business or proposed business.

Compliance with Laws; Permits. (a) Since Except as set forth in Schedule 4.5(a)(i), the Sellers and the Business are, and since January 1, 20182015 have complied with, in each case in all material respects, all applicable Laws, including without limitation with respect to mortgage lending, consumer protection, seller financing, installment sale contract, purchase money mortgage, contract for deed, and lease with option to purchase Laws. Except as set forth in Schedule 4.5(a)(ji), since January 1, 2015, none of the Sellers has received any written notification or communication from any Governmental Body asserting that any of the Companies are not in compliance with any applicable Law, including without limitation with respect to mortgage lending, consumer protection, seller financing, installment sale contract, purchase money mortgage, contract for deed, and lease with option to purchase Laws. (b) None of the Sellers, or any of their directors, officers, or employees, nor, to the Knowledge of the Sellers, any of their respective agents or other third party representatives has, directly or indirectly: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and political activity; (ii) no noticemade any direct or indirect unlawful payments to any Governmental Bodies or employees; or (iii) made, charge paid, offered, promised or assertion has been received by TRMT given any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any official of a Governmental Body or any TRMT Subsidiary other Person. No Governmental Body is investigating or has conducted, initiated or threatened any investigation of the any of the Sellers or any of their officers, directors, or employees, or, to the Knowledge of TRMTthe Sellers, is threatened against TRMT any of their agents or third-party representatives in connection with an alleged or possible violation of any TRMT Subsidiaryanti-corruption Laws. None of the Sellers have submitted any voluntary or involuntary disclosure to any Governmental Body or conducted any internal investigation, alleging in connection with an alleged or possible violation of any nonanti-compliance with any such corruption Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (bc) TRMT and each TRMT Subsidiary is in possession of all authorizationsAll permits, licenses, permitsfranchises, approvals, authorizations, registrations, certificates, approvalsvariances and similar rights (each, variances, exemptions, orders, franchises, certifications and clearances of a “Permit”) which are required to be obtained from any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary Body in order for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as any of the date hereof Sellers to conduct its business since January 1, 2015 in compliance with applicable Laws and Orders have been obtained by it and are (“TRMT Permits”), and all such TRMT Permits are or were during the applicable period) valid and in full force and effect. Schedule 4.5(c)(i) contains a true and complete list of all Permits owned or possessed by each of the Sellers and required to conduct the Business (collectively, except where the failure “Seller Permits”). Copies of all of the Seller Permits have been made available to be Acquisition Sub. All fees and charges with respect to such Seller Permits have been paid in possession offull. Except as set forth in Schedule 4.5(c)(ii), each of the Sellers is and, since January 1, 2015, has complied with, in each case in all material respects, with all of its obligations with respect to each Seller Permit, and no event has occurred which allows, or upon the failure to be valid giving of notice or in full force and effect ofthe passage of time or both would allow, any such TRMT Permits, individually the revocation or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms termination of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectSeller Permit.

Compliance with Laws; Permits. (a) Since January 1The Company and its Subsidiaries are not, 2018: (i) TRMT and each TRMT Subsidiary has complied and is since the Applicable Date have not been, in compliance with all (A) Laws (including Environmental Laws) breach, default or violation of any Law applicable to TRMT and the Company or any TRMT Subsidiary of its Subsidiaries or by which any asset of TRMT their respective shares, securities, equity interests, properties or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge assets are bound or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsaffected, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and as would not reasonably be expected to have, individually or in the aggregate, a TRMT Material Adverse Effect. Notwithstanding anything to Neither the contrary Company nor any of its Subsidiaries has received any notice or communication in this Section 4.5(a), the provisions writing of Section 4.5(a)(i)(A) any material non-compliance with any material applicable Laws that has not been cured. The Company and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of its Subsidiaries have all authorizationspermits, licenses, permits, certificates, approvals, variancesauthorizations, exemptions, orders, franchisesconsents, certifications grants, easements, variances, exceptions, certificates, approvals and clearances of any franchises from Governmental Authority Authorities required to conduct their respective businesses and accreditation own, lease, operate and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its use their respective business substantially properties as it is being conducted as of the date hereof and as of the Effective Time (“TRMT Permits”), and all except for any such TRMT Permits are valid the absence of which would not reasonably be expected to be, individually and in full force the aggregate, material to the Company and effectits Subsidiaries, except where taken as a whole, and the failure Company and its Subsidiaries are in compliance with the terms of such Permits in all material respects. (b) During the past five (5) years, none of the Company or any of its Subsidiaries, any director, officer or, to be in possession ofthe Knowledge of the Company, employee or agent of the Company or any of its Subsidiaries, or other Person acting on behalf of any of the failure foregoing, is or has been in breach, default or violation, in any material respect, of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), the Anti-Corruption Law of Brazil (Law No. 12,846/2013) or any other similar applicable foreign or domestic Law to be valid which the Company or in full force and effect ofits Subsidiaries are subject that prohibits corruption or bribery (collectively, “Anti-Corruption Laws”), any applicable anti-money laundering Laws or any applicable Sanctions. None of the Company or any of its Subsidiaries or any of their respective Affiliates, directors, officers, or, to the Knowledge of the Company, its other Representatives (in each case acting on the Company’s or any of its Subsidiaries’ behalf and in their capacities as such) has directly or indirectly (i) used any corporate funds to make or provide any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality that was illegal under any Anti-Corruption Laws, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such TRMT Permitscustomer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) paid, offered or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, or receive any unlawful kickback or bribe. The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the Anti-Corruption Laws. (c) None of the Company, its Subsidiaries or any director, officer or, to the Knowledge of the Company, employee of the Company or its Subsidiaries is, or is owned or controlled by, a Person that is the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), or engages in any dealings or transactions with any such person to the extent prohibited by applicable Sanctions. None of the Company, its Subsidiaries or any director, officer or, to the Knowledge of the Company, employee of the Company or its Subsidiaries is located, organized or resident in a country or territory that is the subject or target of Sanctions (which, as of the date hereof, includes Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine). (d) Since the Applicable Date, and except as would not reasonably be expected to be, individually or in the aggregate, has not hadmaterial to the Company and its Subsidiaries, and would not reasonably be expected to havetaken as a whole, a TRMT Material Adverse Effect. Neither TRMT nor none of the Company or any TRMT Subsidiary of its Subsidiaries has received any written claim or notice that TRMT or any TRMT Subsidiary it is currently not in compliance with the terms subject of any bribery, improper contribution or anti-kickback investigation by any Governmental Authority and, to the Company’s knowledge, no such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually investigation is pending or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectthreatened.

Compliance with Laws; Permits. (a) Since January 1, 2018: Except as set forth on Schedule 5.18(a) and subject to the Marijuana Carve-Out in Section 12.11 below: (i) TRMT Each Seller is, and each TRMT Subsidiary at all times during the past five years (or during the period such inception, if shorter) has complied and is been, in substantial compliance with all (A) Laws (including Environmental Laws) each Law that is applicable to TRMT and it or to the conduct or operation of the Business or the ownership or use of any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and its Assets; (ii) no noticeNo event has occurred or circumstance exists that (x) would reasonably be expected to result in a violation by any Seller of, charge or assertion has been received by TRMT a failure on the part of any Seller to comply with, any Law or (y) may give rise to any material obligation on the part of any Seller to undertake, or to bear all or any TRMT Subsidiary portion of the cost of, any remedial action of any nature; and no Seller has received written notice of any such event or circumstance; (iii) No Seller has received, at any time in the last five years, any notice or communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of, or failure to comply with, any Law or (y) any actual, alleged, possible or potential obligation on the part of any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; (iv) No Seller is or has during the last five years been bound by an Order of any Governmental Body; and (v) There is no, and during the prior five years there has not been, any investigation by a Governmental Body pending or, to the Knowledge of TRMTSellers, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Seller. (b) TRMT and each TRMT Subsidiary Neither any Seller nor any director, officer, employee, agent or other person acting on behalf of any Seller has, directly or indirectly, (i) used any funds of any Seller for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expense relating to political activity; (ii) made any unlawful payment or gift, promise to pay, or authorization of any payment or gift of anything of value to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of any Seller; (iii) violated or is in possession violation of all authorizationsthe Foreign Corrupt Practices Act of 1977, licensesas amended, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances or any other applicable Law that relates to bribery or corruption; (iv) established or maintained any unlawful fund of monies or other assets of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.Seller;

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary orAll Company Group Members and, to the Knowledge of TRMTSellers, is threatened against TRMT or any TRMT Subsidiaryeach of the Joint Venture Entities are, alleging any non-and have been for the past three (3) years, in compliance with any such Lawsall federal, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatnational, individually provincial, state, local, tribal or in the aggregatemultinational laws, have not hadstatutes, and would not reasonably be expected to havecommon laws, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a)ordinances, the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10codes, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptionsrules, orders, franchisesjudgments, certifications and clearances injunctions, writs, decrees, governmental guidelines or interpretations having the force of law, regulations, decrees, codes or executive orders enacted, issued, adopted, promulgated or applied by or on behalf of any Governmental Authority and accreditation and certification agenciesAuthorities (collectively, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary “Laws”) applicable to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT PermitsPerson, except where the failure to be in compliance with the terms of any such TRMT Permitswould not reasonably be expected to be, individually or in the aggregate, material to the Acquired Entities, taken as a whole. (b) During the past three (3) years (i) no Company Group Member or, to the Knowledge of Sellers, any Joint Venture Entity has not hadentered into a settlement agreement with any current or former officer, director or employee of the Company Group, or to the Knowledge of Sellers, any Joint Venture Entity or of any agent of the Company Group or, to the Knowledge of Sellers, any Joint Venture Entities providing services to the Vessels resolving allegations of sexual harassment or misconduct by an executive officer, director or employee of the Company Group or, to the Knowledge of Sellers, the Joint Venture Entities or such agent, and would (ii) there are no and there have not reasonably be expected been any Proceedings pending or, to havethe Knowledge of Sellers, a TRMT Material Adverse Effectthreatened, against the Company Group, the Joint Venture Entities or of any agent of the Company Group providing services to the Vessels, in each case, involving allegations of sexual harassment or misconduct by an officer, director or employee of such Person. During the past three (3) years, the Company Group and, to the Knowledge of Sellers, the Joint Venture Entities and any agent of the Company Group or the Joint Venture Entities providing services to the Vessels have used commercially reasonable efforts to investigate all material sexual harassment and other material discrimination allegations with respect to current or former employees, agents and other personnel. (c) Except (i) for those that are the responsibility of the counterparties to obtain pursuant to the terms of the charter agreements relating to the Vessels as such agreements are

Compliance with Laws; Permits. (a) Since January CSN Holdings and its Subsidiaries are in compliance in all material respects with all Laws applicable to CSN Holdings or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. CSN Holdings and each of its Subsidiaries hold all Permits to be obtained, in each case necessary for the lawful conduct of their respective businesses, except where the failure to hold such a Permit would not have a CSN Holdings Material Adverse Effect. Except as set forth in Section 4.8(a) of the CSN Holdings Disclosure Schedule, CSN Holdings and its Subsidiaries are in compliance in all material respects with the terms of all Permits. Except as set forth in Section 4.8(a) of the CSN Holdings Disclosure Schedule, since August 1, 2018: 2003, neither CSN Holdings, nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (ia) TRMT and each TRMT Subsidiary has complied and is claimed or alleged that CSN Holdings or any of its Subsidiaries was not in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT CSN Holdings or any TRMT Subsidiary is boundof its Subsidiaries, and (B) TRMT Permits, and (ii) no notice, charge any of their properties or assertion has been received by TRMT other assets or any TRMT Subsidiary orof their businesses or operations or (b) was considering the amendment, to termination, revocation or cancellation of any Permit. (b) Except as set forth in Section 4.8(b) of the Knowledge of TRMT, is threatened against TRMT CSN Holdings Disclosure Schedule or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not have, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT CSN Holdings Material Adverse Effect. Notwithstanding anything , neither CSN Holdings nor any of its Subsidiaries, or, to the contrary Knowledge of CSN Holdings, any of their respective directors, officers, agents, employees or representatives (in this Section 4.5(a)each case acting in their capacities as such) has any reasonable basis for believing that, in the past five (5) years, any of the foregoing Persons has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation, the provisions Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10Foreign Assets Control Regulations, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizationsthe U.S. Customs Regulations, licensesor any regulation, permitsruling, certificatesrule, approvalsorder, variancesdecision, exemptionswrit, ordersjudgment, franchisesinjunction, certifications and clearances or decree of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectissued pursuant thereto.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatExcept as would not have, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Notwithstanding anything , (i) each of the businesses of the Company or any Company Subsidiary is, and since December 31, 2010 has been, conducted in compliance with all Laws applicable to the contrary in this Section 4.5(aCompany or such Company Subsidiary or by which any property, asset or right of the Company or such Company Subsidiary is bound (including the U.S. Foreign Corrupt Practices Act of 1977, as amended (including the rules and regulations promulgated thereunder), the provisions PRC Law on Anti-Unfair Competition adopted on September 2, 1993, and, if applicable, the Interim Rules on Prevention of Section 4.5(a)(i)(ACommercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996 or any other applicable anti-corruption Law (collectively, “Anti-Corruption Laws”)), (ii) the Company is in compliance with the applicable listing, corporate governance and Section 4.5(a)(iiother rules and regulations of NASDAQ, (iii) shall not apply to Laws addressed each of the Company and each Company Subsidiary holds all Permits necessary for the lawful conduct of its business, and (iv) the Company and each Company Subsidiary is in Section 4.10, Section 4.11 and Section 4.13compliance with the terms of such Permits. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially Except as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitswould not have, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Neither TRMT , none of the Company, any Company Subsidiary nor any TRMT Subsidiary has received director or officer, nor, to the Knowledge of the Company, any written claim agent, employee or notice that TRMT other Person acting on behalf of the Company or any TRMT Company Subsidiary is currently has, in the course of its actions for, or on behalf of, any of them made or gave any bribe, rebate, payoff, influence payment, kickback or other payment to any officer, director, employee or official of or any other person acting in an official capacity for any Governmental Entity that would be unlawful under any applicable Law, including under an Anti-Corruption Law. Except as would not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitshave, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received any written communication that alleges that the Company or any Company Subsidiary, or any Representative thereof is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law which has not been resolved.

Compliance with Laws; Permits. (a) Since January The Company and its Subsidiaries and the Joint Ventures are in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries or any Joint Venture, any of their properties or other assets or any of their businesses or operations. The Company and each of its Subsidiaries and each Joint Venture hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Permits”), except where the failure to hold such a Permit would not have a Company Material Adverse Effect. Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, the Company, its Subsidiaries and the Joint Ventures are in compliance in all material respects with the terms of all Permits. Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, since August 1, 2018: 2003, none of the Company, any of its Subsidiaries, or any Joint Venture has received written notice to the effect that a Governmental Authority (ia) TRMT and each TRMT Subsidiary has complied and is claimed or alleged that the Company, any of its Subsidiaries or any Joint Venture was not in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and the Company, any TRMT Subsidiary or by which any asset of TRMT its Subsidiaries or any TRMT Subsidiary is boundJoint Venture, and (B) TRMT Permits, and (ii) no notice, charge any of their properties or assertion has been received by TRMT other assets or any TRMT Subsidiary orof their businesses or operations or (b) was considering the amendment, to termination, revocation or cancellation of any Permit. (b) Except as set forth in Section 3.8(b) of the Knowledge of TRMT, is threatened against TRMT Company Disclosure Schedule or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not have, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Notwithstanding anything , none of the Company, any of its Subsidiaries or any Joint Venture, or, to the contrary Knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in this Section 4.5(a)each case acting in their capacities as such) has any reasonable basis for believing that, in the past five (5) years, any of the foregoing Persons has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation, the provisions Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10Foreign Assets Control Regulations, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizationsthe U.S. Customs Regulations, licensesor any regulation, permitsruling, certificatesrule, approvalsorder, variancesdecision, exemptionswrit, ordersjudgment, franchisesinjunction, certifications and clearances or decree of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectissued pursuant thereto.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and The Business is in compliance with all (A) not violating any Laws (including Environmental Laws) or Orders applicable to TRMT and any TRMT Subsidiary or by which any asset the conduct of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such LawsBusiness, except in for violations the case existence of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and which would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT No material Action relating to the Business has been commenced by Seller (with respect to the Business, the Transferred Assets or the Assumed Liabilities), which has not heretofore been resolved and each TRMT Subsidiary for which there is in possession no remaining liability to Seller. Seller (with respect to the Business, the Transferred Assets and/or the Assumed Liabilities) is not subject to any material Order. (c) Since January 1, 2022, neither Seller nor, to the Knowledge of all authorizationsSeller, licensesany director, permitsofficer, certificatesemployee, approvalsindependent contractor or other Person acting on behalf of Seller (with respect to the Business, variancesthe Transferred Assets or the Assumed Liabilities), exemptionshas directly or indirectly made any unlawful contribution, ordersgift, franchisesbribe, certifications and clearances rebate, payoff, influence payment, kickback or other unlawful payment that would constitute a violation of any Governmental Authority Anti-Corruption Law that applies to Seller and accreditation for which jurisdiction against Seller could be appropriately obtained, in each case except as would not be expected to have a Material Adverse Effect. (d) Since January 1, 2022, Seller, with respect to the Business, the Transferred Assets and/or the Assumed Liabilities, except as would not be expected to have a Material Adverse Effect, has conducted all transactions in accordance with applicable provisions of Ex-Im Laws and certification agencies, bodies or other organizationsSanctions Laws, including building permits the Export Administration Regulations, the International Traffic in Arms Regulations, and certificates the executive orders and regulations administered by the Office of occupancy Foreign Assets Control of the U.S. Treasury Department (“OFAC”). Since January 1, 2022, neither Seller nor, to the Knowledge of Seller, any directors, officers, or employees, acting on behalf of Seller in respect of the Business, the Transferred Assets and/or the Assumed Liabilities: (i) is a Person with whom transactions are prohibited under any U.S. Sanctions Laws, including those administered by OFAC; (ii) has directly or indirectly transacted business with or transferred any payments or proceeds to or for the benefit of a Restricted Person on behalf or for the benefit of Seller in violation of Sanctions Laws; (iii) is organized or ordinarily resident in a Sanctioned Country in violation of Sanctions Laws; (iv) has engaged in any dealings or transactions in any Sanctioned Country in violation of Sanctions Laws on behalf or for the benefit of Seller; or (v) has engaged in any other conduct constituting a violation of Sanctions Laws, anti-boycott Laws, or Ex-Im Laws, in each case, related to the Business, the Transferred Assets and/or the Assumed Liabilities, except as would not be expected to have a Material Adverse Effect. (e) Seller owns or possesses all Permits that are necessary for TRMT and each TRMT Subsidiary or required to own its assets and operate the Transferred Assets and to conduct the Business as presently conducted, except where the failure to obtain, own, or possess any such Authorization would not be material to carry the Business taken as a whole, all of which are set forth on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”Schedule 4.07(e), and all . All such TRMT Permits are valid and in full force and effect. All payable fees and charges with respect to such Permits have been paid in full. (f) Seller (with respect to the Business, except where the failure to be in possession of, or Transferred Assets and/or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary Assumed Liabilities) is currently not in compliance in all material respects with the terms and conditions of any all such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectPermits set forth on Schedule 4.07(e).

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The businesses of Parent and each TRMT Subsidiary has complied and is the Parent Subsidiaries are conducted in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT Parent or any Parent Subsidiary, except for instances of non-compliance as would not reasonably be likely to be material to Parent and the Parent Subsidiaries, taken as a whole. No investigation, audit or review by any TRMT Governmental Authority with respect to Parent or any Parent Subsidiary or by which any asset of TRMT or any TRMT Subsidiary their assets is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary pending or, to the Knowledge of TRMTParent, is threatened against TRMT or threatened, nor has any TRMT Subsidiary, alleging any non-compliance with any such LawsGovernmental Authority notified Parent of its intention to conduct the same, except in for such investigations or reviews the case outcome of each of clauses which have not been and are not reasonably likely to be material to Parent and the Parent Subsidiaries, taken as a whole. TABLE OF CONTENTS​ (b) Except as would not have a Parent Material Adverse Effect, since September 28, 2013, (i) Parent and its Affiliates, directors, officers and employees have complied in all material respects with the Fraud and Bribery Laws and (ii) neither Parent, any of the Parent Subsidiaries nor, to the Knowledge of Parent, any of Parent’s Affiliates, directors, officers, employees, agents or other representatives acting on Parent behalf have directly or indirectly, in each case, in violation of any Fraud and Bribery Laws: (A) used any corporate funds for such instances unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) offered, promised, paid or delivered any fee, commission or other sum of non-compliance thatmoney or item of value, individually however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the aggregateUnited States or any other country, (C) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (D) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent of such customer or supplier, or (E) taken any action or made any omission in violation of any applicable Laws governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as would not have a Parent Material Adverse Effect, since November 1, 2013, none of Parent, any of the Parent Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers, employees or agents has violated any economic sanctions Laws. Since November 1, 2013, Parent and the Parent Subsidiaries have made no material voluntary disclosures to any Governmental Authority under applicable economic sanctions Laws or export control Laws and, to the Knowledge of Parent, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to been the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances subject of any material investigation or material inquiry by a Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in regarding compliance with the terms of such Laws or have been assessed any material fine or material penalty under such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectLaws.

Compliance with Laws; Permits. (a) Since Except as disclosed in Section 3.8(a) of the Company Disclosure Schedule, each Covered Entity (i) is, and since the later of January 1, 2018: (i) TRMT 2008 and each TRMT Subsidiary its respective date of formation or organization has complied and is been, in compliance in all material respects with all and are not in material default under or in material violation of any federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement having the force of law or any undertaking to or agreement with any Governmental Entity, including common law (A) Laws (including Environmental collectively, “Laws” and each, a “Law”) applicable to TRMT and any TRMT Subsidiary such Covered Entity or its respective businesses or by which any property or asset of TRMT or any TRMT Subsidiary a Covered Entity is bound, and (B) TRMT Permits, and (ii) no noticesince January 1, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate2008, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions received written notice of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13any material violation of Law from any Governmental Entity. (b) TRMT No Covered Entity or any of its directors or officers or any other Persons acting on its behalf has, directly or indirectly, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of any applicable foreign, federal or state Law or (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts. (i) Section 3.8(c) of the Company Disclosure Schedule sets forth a true and each TRMT Subsidiary is in possession complete list of all material franchises, tariffs, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptionsexceptions, ordersconsents, franchisescertificates, certifications approvals and clearances orders of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Entity necessary for TRMT the Covered Entities to own, lease and each TRMT Subsidiary to own its operate their properties and assets or to carry on their material lines of business (including, without limitation, the servicing activities by the Company and its respective business substantially Subsidiaries pursuant to any Securitization Instrument) as it is they are now being conducted as of (the date hereof (“TRMT Company Permits”), and ; (ii) the Covered Entities are in possession of all such TRMT Company Permits; (iii) all Company Permits are valid and are in full force and effect; (iv) to the Knowledge of the Company, except where no suspension, cancellation or non-renewal of any of the failure to be Company Permits is pending or threatened; (v) the Covered Entities are not, and since January 1, 2008 have not been, in possession material violation or breach of, or the failure to be valid or in full force material Agreement and effect ofPlan of Merger -15- default under, any such TRMT PermitsCompany Permit, individually or and neither the Company nor any of its Subsidiaries have been notified in writing that any Company Permit may not in the aggregateordinary course be renewed upon its expiration or that, by virtue of the transactions contemplated by this Agreement, any Company Permit may be terminated or materially amended or not be granted or renewed; and (vi) no event or condition has not had, and occurred or exists which would not reasonably be expected to haveresult in a material violation of, material breach of, loss of a TRMT Material Adverse Effect. Neither TRMT nor material benefit under or non-renewal of, any TRMT Subsidiary has received any written claim Company Permit (in each case, with or without notice that TRMT or any TRMT Subsidiary lapse of time or both). (d) The representations and warranties set forth in this Section 3.8 shall not apply to Environmental Law (which is currently not in compliance with the terms subject of any such TRMT PermitsSection 3.9), except where ERISA (which is the failure subject of Section 3.10), Laws relating to be in compliance with Taxes (which are the terms subject of any such TRMT PermitsSection 3.15), individually or in VOI Laws (which are the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectsubject of Section 3.21).

Compliance with Laws; Permits. (a) Since January 1Except as would not, 2018: individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) TRMT the Company and each TRMT Subsidiary has complied of its Subsidiaries have complied, and is are presently in compliance compliance, with all (A) Laws (including Environmental applicable Laws) applicable to TRMT , statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and other legal obligations; (ii) no notice, charge the Company has not received any notification of or assertion has been received by TRMT complaint regarding and is unaware of any other facts or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any circumstances that would result in a non-compliance with any such Laws, except in the case of each of clauses (i) ; and (iiiii) for such instances there is no action, lawsuit or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the Company, threatened alleging the Company’s or any of its Subsidiaries’ non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13with any such Laws. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries possess all authorizationslicenses, licensescertificates, permits, certificatesregistrations, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies approvals or other organizationsauthorizations (“Permits”) issued by the appropriate federal, including building permits and certificates of occupancy state, local or foreign governmental or regulatory authorities that are necessary for TRMT and each TRMT Subsidiary to own its assets the ownership or to carry on its lease of their respective business substantially as it is being conducted as properties or conduct of the date hereof (“TRMT Permits”)their respective businesses, and have fulfilled all material obligations with respect to such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any possess such TRMT Permits, Permits or perform such obligations would not individually or in the aggregate, has not had, and would not reasonably be expected to havehave a Material Adverse Effect, taken as a TRMT whole. Neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any Permit or has any knowledge that any such Permits will not be renewed in the ordinary course, except for such revocations, modifications or renewals as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) None of the Company or its Subsidiaries, or any of their respective directors, officers or, to the Company’s knowledge, any employee, agent, controlled affiliate or other Person acting on behalf of the Company or its Subsidiaries, is an individual or entity that 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. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is or has been since April 24, 2019, the target of Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea, and Syria, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065) (together with Belarus and Russia, each, a “Sanctioned Jurisdiction”). (d) None of the Company or its Subsidiaries will, directly or indirectly, use any part of the proceeds of the Transactions or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture or other person: (i) to fund or facilitate any activities of or business with or involving any Person that, at the time of such funding or facilitation, is the subject of Sanctions; (ii) to fund or facilitate any activities of or business with, in or involving any country or territory that is, at the time of such funding or facilitation, a Sanctioned Jurisdiction; or (iii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Transactions). (e) Since April 24, 2019, the Company and each of its Subsidiaries have not knowingly engaged in, and are not now engaged in, and will not engage in any dealings or transactions with any Person, in any country or territory, or with any Person located, organized, or resident in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, in each case in violation of applicable Sanctions. (f) In the past five (5) years, neither the Company nor its Subsidiaries, nor any of their respective directors, officers, or employees, or, to the Company’s knowledge, any agent, controlled affiliate, or other Person acting on behalf of the Company or its Subsidiaries is or has been (i) engaged in any export, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under all applicable Laws relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, the customs and import Laws administered by U.S. Customs and Border Protection, and the EU Dual Use Regulation (collectively, “Ex-Im Laws”); or (ii) otherwise in violation of Ex-Im Laws. (i) Neither the Company or its Subsidiaries, nor any of their respective directors, officers, or employees, or, to the Company’s knowledge, any agent, controlled affiliate or other Person acting on behalf of the Company or its Subsidiaries, has taken or will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in order to influence official action, or to any Person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended; and (ii) the Company and its controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws. (h) In the past five years (or in the case of Sanctions, since April 24, 2019) neither the Company nor any of its Subsidiaries have received from any Governmental Authority or any Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Authority; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing, in each case related to anti-corruption Laws, Ex-Im Laws, and Sanctions. (i) The operations of the Company and its Subsidiaries are and have been conducted within the last five years in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, lawsuit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) Since The Company and its Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2017 have been, in material compliance with all Laws affecting the Company’s business. (Ab) Laws The Company and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Governmental Authority (including Environmental Lawsthe “Company Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted. All Company Permits are in full force and effect, no default (with or without notice, lapse of time, or both) has occurred under any such Company Permit, and none of the Company or its Subsidiaries has received any written notice from any Governmental Authority threatening to suspend, revoke, withdraw or modify any such Company Permit. All surety bonds, letters of credit, or other instruments of financial assurance required in connection with any Company Permits are in good standing, are fully funded, and are issued in the name of the entity named on the Company Permit. (c) None of the Company and its Subsidiaries nor any of their respective officers, directors or employees (collectively with the Company and its Subsidiaries, the “Relevant Persons”), nor, to the Knowledge of the Company, any of their agents or representatives, in each case solely in the course of their actions for or on behalf of the Company and its Subsidiaries, have in the past five (5) years, violated any applicable provision of the Foreign Corrupt Practices Act of 1977 or any other anti-corruption or anti-bribery laws or regulations applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and of its Subsidiaries. (Bd) TRMT Permits, and No Relevant Person has in the past five (ii5) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary years engaged directly or, to the Knowledge of TRMTthe Company, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except indirectly in the case of each of clauses transactions: (i) and with a person or entity resident in or organized under the laws of North Korea, Cuba, Iran, Syria, or the Crimea region, in each case in violation of applicable Sanctions; (ii) for such instances with any other person or entity that was then the target of non-compliance that, individually or in restrictive U.S. economic sanctions administered by the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions U.S. Treasury Department Office of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof Foreign Assets Control (“TRMT PermitsOFAC”) or any other international sanctions regime to which the Company or any of its Subsidiaries is subject) (such applicable regimes, collectively, “Sanctions”), and all such TRMT Permits are valid and including any transactions with specially designated nationals or blocked persons designated by OFAC, in full force and effect, except where the failure to be each case in possession of, violation of Sanctions; or the failure to be valid or in full force and effect of, (iii) otherwise prohibited by any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectapplicable Sanctions.

Compliance with Laws; Permits. (a) Since Kinder, its subsidiaries and, to the knowledge of Kinder, its Partially Owned Entities are in compliance, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance 2002 have complied, with all (A) applicable Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any other than non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatwhich would not, individually or in the aggregate, have not hada Material Adverse Effect on Kinder. No investigation or review by any Governmental Entity with respect to Kinder, and any of its subsidiaries or, to the knowledge of Kinder, its Partially Owned Entities is pending or, to the knowledge of Kinder, is threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, other than those the outcome of which would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Effect on Kinder. (b) TRMT Kinder and each TRMT Subsidiary is its subsidiaries and, to the knowledge of Kinder, its Partially Owned Entities are in possession of all franchises, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptions, ordersconsents, franchisescertificates, certifications approvals and clearances of any Governmental Authority orders necessary to own, lease and accreditation operate their properties and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to lawfully carry on its their respective business substantially businesses as it is they are now being conducted as of (collectively, the date hereof (“TRMT "Kinder Permits”"), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of such TRMT PermitsKinder Permits would not, individually or in the aggregate, has not hadhave a Material Adverse Effect on Kinder, and there is no action, proceeding or investigation pending or, to the knowledge of Kinder, threatened regarding any of the Kinder Permits which would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect on Kinder. Neither TRMT nor None of Kinder, any TRMT Subsidiary has received of its subsidiaries or, to the knowledge of Kinder, any written claim of its Partially Owned Entities is in conflict with, or notice that TRMT in default or any TRMT Subsidiary is currently not in compliance with the terms violation of any such TRMT of the Kinder Permits, except where the failure to be in compliance with the terms of for any such TRMT Permitsconflicts, defaults or violations which, individually or in the aggregate, has not had, and would not have a Material Adverse Effect on Kinder. (c) None of Kinder, any of its subsidiaries or, to the knowledge of Kinder, any directors, officers, agents or employees of Kinder or any of its subsidiaries has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, or (ii) made any unlawful payment to any government officials or employees or to political parties or campaigns or violated any provision of the United States Foreign Corrupt Practices Act of 1977, as amended in each case which could reasonably be expected to have, have a TRMT Material Adverse Effectmaterial and adverse effect on Kinder.

Compliance with Laws; Permits. (a) Since January 1Except as would not constitute a Company Material Adverse Effect, 2018: the Company and its Subsidiaries (i) TRMT are, and each TRMT Subsidiary has complied and is since January 25, 2020 have been, in compliance with all (A) Laws (including Environmental Laws) and Orders applicable to TRMT the Company and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permitsits Subsidiaries, and (ii) to the Knowledge of the Company, are not under investigation by any Governmental Entity with respect to, and have not been threatened to be charged with or given notice by any Governmental Entity of, any violation of any such Law or Order. Except as would not constitute a Company Material Adverse Effect, each of the Company and its Subsidiaries has in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a Governmental Entity necessary for it to own, lease or operate its properties and assets and to carry on its business as currently conducted (collectively, “Permits”). No default has occurred under, and there exists no event that, with or without notice, charge lapse of time or assertion both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any such Permit, and neither the Company nor any of its Subsidiaries has been received by TRMT any cease and desist letters or material written inquiries from any TRMT Subsidiary Governmental Entity with respect to any such Permit, except, in each case, as would not constitute a Company Material Adverse Effect. (b) Except as would not constitute a Company Material Adverse Effect, since January 26, 2019, none of the Company, any of its Subsidiaries or, to the Knowledge of TRMTthe Company, is threatened against TRMT any of their respective directors, officers, agents or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in employees acting on the case of each of clauses Company’s or its Subsidiaries’ behalf have (i) and used any corporate, Company (and/or Subsidiary) funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or 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, in each case in violation of or (ii) for such instances otherwise violated, any provision of non-compliance thatthe United States Foreign Corrupt Practices Act of 1977, individually or in the aggregate, have not hadas amended, and any rules or regulations promulgated thereunder (the “FCPA”), or the UK Bribery Act (the “Bribery Act”). Except as would not reasonably be expected to have, constitute a TRMT Company Material Adverse Effect, the Company and its Subsidiaries have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and the Bribery Act and since January 26, 2019 have maintained such policies and procedures in force. Notwithstanding anything Except as would not constitute a Company Material Adverse Effect, since January 26, 2019, neither the Company, any of its Subsidiaries nor, to the contrary in this Section 4.5(a)Knowledge of the Company, any of their respective directors, officers, agents or employees acting on the provisions Company’s or its Subsidiaries’ behalf has violated any (x) U.S. export control laws administered by the Bureau of Section 4.5(a)(i)(AIndustry and Security at the United States Department of Commerce (“BIS”) or the Directorate of Defense Trade Controls at the U.S. Department of State, or (y) U.S. anti-boycott regulations administered by the Office of Antiboycott Compliance at the BIS. To the Knowledge of the Company, except as would not constitute a Company Material Adverse Effect, (A) the Company, its Subsidiaries, or the Company’s or any of its Subsidiaries’ directors, officers or employees are not listed on the Specially Designated Nationals and Blocked Persons List administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and Section 4.5(a)(ii(B) shall not apply since January 26, 2019, neither the Company nor any of its Subsidiaries has directly engaged in any business with any Person with whom, or in any country in which, it is prohibited for a United States person to Laws addressed in Section 4.10, Section 4.11 and Section 4.13engage under applicable United States sanctions administered by OFAC. (bc) TRMT Except as would not constitute a Company Material Adverse Effect, the Company and each TRMT Subsidiary is its Subsidiaries are, and since January 26, 2019 have been, in possession of compliance with all authorizationsstate and federal Laws related to consumer product safety applicable to the Company and its Subsidiaries, licensesand, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof hereof, neither the Company nor any of its Subsidiaries has failed to report to the Consumer Product Safety Commission (the “TRMT PermitsCPSC”)) in a timely manner any information that is required to be reported to the CPSC under Section 15 of the Consumer Product Safety Act, and all such TRMT Permits are valid and in full force and effect, except where the failure Company is not aware of any information currently that would require reporting to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance CPSC with the terms possibility of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually a recall or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectother corrective action.

Compliance with Laws; Permits. (a) Since January The Company and each of its Subsidiaries are and since February 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2019 have been, in compliance with all (Ai) Laws state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (including Environmental “Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound”), and (B) TRMT Permits, and (ii) no noticePrivacy Policies and (iii) Judgments, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the each case of each of clauses (i) and through (ii) for such instances iii), that are applicable to the Company or any of non-compliance thatits Subsidiaries, except as would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the Company’s Knowledge, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries within the last five (5) years has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five (5) years has been, in compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea (each a “Restricted Country”), in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws. (g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly, or Knowingly, indirectly fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (h) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2017 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (A“Laws”) Laws (including Environmental Laws) or Judgments, in each case, that are applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsits Subsidiaries, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary . (b) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and since November 1, 2013 has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not been, in compliance in all material respects with (x) all applicable trade, export control, import, and antiboycott laws and regulations, including the terms U.S. Export Administration Regulations (15 C.F.R. Parts 730-774), (y) the Foreign Corrupt Practices Act of 1977 and any such TRMT Permitsrules and regulations promulgated thereunder, except where and any other Laws applicable to the failure Company and its Subsidiaries that address the prevention of corruption or bribery, and (z) all laws, regulations, orders or other financial restrictions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals List, U.S. sanctions related to be in compliance with or administered by the terms U.S. Department of any such TRMT PermitsState, and sanctions laws, regulations, directives, measures or embargos imposed or administered by the United Nations Security Council, Her Majesty’s Treasury, or the European Union. Except as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect, neither the Company nor any of its Subsidiaries maintain or need any national security clearance or authorization to access classified information or facilities to perform any current business or proposed business.

Compliance with Laws; Permits. (a) Since January 1The Company is, 2018: (i) TRMT and each TRMT Subsidiary since the Look-Back Date has complied and is been, in compliance in all material respects with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary the Company or by which any asset of TRMT its business, properties or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13assets. (b) TRMT Except for those Governmental Authorizations required under Environmental Laws (the sole representations and each TRMT Subsidiary is warranties relating to which are set forth in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”Section 4.15), and (a) the Company holds all Governmental Authorizations required to conduct its business, (b) all such TRMT Permits Governmental Authorizations are valid and in full force and effect, except where and (c) the failure to be Company is in possession compliance in all material respects with all such Governmental Authorities. (c) Without limiting the generality of Section 4.9(a), since the Look-Back Date, (i) the Company has complied in all material respects with, satisfied the conditions of, and made all filings and notices and obtained all consents, permissions, approvals and authorizations (and otherwise performed all acts) required under, all tariffs (including trade tariffs) applicable to the business or operation of the failure Company, including those issued under Section 232 of the United States Trade Expansion Act of 1962, as amended, and (ii) neither the Company nor, to be valid or in full force and effect ofthe Company’s Knowledge, any such TRMT Permits, individually or in the aggregatePerson acting on its behalf, has not had(A) violated, and or engaged in any activity, practice or conduct that would not reasonably be expected violate, any applicable anti-corruption Laws; (B) used corporate funds or assets for any unlawful contribution, gift, entertainment or other unlawful expense, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (C) directly, or indirectly through Representatives, offered, promised, paid, given, or authorized the payment or giving of money or anything else of value, to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms (1) official of any Governmental Authority or (2) other Person while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, promised or given, directly or indirectly, to an official of a Governmental Authority or another Person, in each case for the purpose of (x) influencing any act or decision of such TRMT Permitsofficial or such other Person in his, except where her or its official capacity, including a decision to do or omit to do any act in violation of his, her or its lawful duties or proper performance of functions or (y) inducing such official or such person or entity to use his, her or its influence or position with any Governmental Authority or other Person to influence any act or decision, in each case in order to obtain or retain business for, direct business to, or secure an improper advantage for, the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectCompany.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary Except as has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to havebe, a TRMT Material Adverse Effect. Notwithstanding anything material to the contrary in this Section 4.5(a)Company and its Subsidiaries, taken as a whole, (i) the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT Company and each TRMT Subsidiary is of its Subsidiaries are, and since January 1, 2022 have been, in possession compliance with all Applicable Laws and (ii) neither the Company nor any of all authorizationsits Subsidiaries nor any of their respective assets is, licensesto the Knowledge of the Company, permitsunder investigation with respect to or has been threatened to be charged with or given notice of, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of nor has any Governmental Authority and accreditation and certification agencies, bodies notified the Company or other organizations, including building permits and certificates any of occupancy necessary for TRMT and each TRMT Subsidiary its Subsidiaries in writing of its intent to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect conduct an investigation of, any violation of any Applicable Law, except for such TRMT Permits, individually investigations or in the aggregate, charges which has not hadbeen, and would not reasonably be expected to havebe, material to the Company and its Subsidiaries, taken as a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, whole. (b) Except as has not hadbeen, and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a TRMT Material Adverse Effectwhole, since January 1, 2022, (i) the Company and its Subsidiaries are in possession of, and in compliance with, all Permits necessary for those entities for the ownership and operation of their respective businesses as now being conducted, under and pursuant to Applicable Laws, (ii) all such Permits are in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened. (c) The Company and its directors, officers and each of its Subsidiaries, and, to the Knowledge of the Company, the directors and officers of each such Subsidiary and the respective employees, consultants and agents of the Company and its Subsidiaries (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries), are and for the past five (5) years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. The Company and each of its Subsidiaries have adopted, maintained, and adhered to compliance policies and procedures and a system of internal controls reasonably designed to ensure compliance with Anti-Corruption Laws. (d) None of the Company, its directors, officers or any of its Subsidiaries, or, to the Knowledge of the Company, the directors or officers of any such Subsidiary or the respective employees, consultants and agents of the Company or its Subsidiaries (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries): is or has been for the past five (5) years (i) a Sanctioned Person; (ii) transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions; or (iii) violated any Ex-Im Law. (e) Neither the Company nor any of its Subsidiaries has been for the past five (5) years the subject of any allegation or enforcement proceeding, nor to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of applicable Anti-Corruption Laws, Ex-Im Laws or Sanctions. (f) As of the date hereof, neither the Company nor any of its Subsidiaries has applied for and obtained any benefit, loan, right or amount under the CARES Act or any other Applicable Law intended to address COVID-19 that would reasonably be expected to result in material restrictions on the business of the Company and its Subsidiaries.

Compliance with Laws; Permits. (a) Since The Fund Entities and their respective Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2007, have been, in material compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundwith, and (B) TRMT Permitshave conducted their respective businesses in all material respects so as to comply with, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such all applicable Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession To the Knowledge of the Other Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) may give rise to any obligation on the part of any of the Acquired Entities, the Fund Entities or any of their respective Subsidiaries to undertake, or to bear all authorizationsor any portion of the cost of, licensesany material remedial action of any nature. (c) To the Knowledge of the Other Sellers, permitsnone of the Acquired Entities, certificatesthe Fund Entities or any of their respective Subsidiaries has received, approvalsat any time since January 1, variances2007, exemptions, orders, franchises, certifications and clearances of any notice or other communication (whether oral or written) from any Governmental Authority and accreditation and certification agencies, bodies or any other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets Person regarding (i) any actual or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession alleged material violation of, or the material failure to be valid comply with, any Law or (ii) any actual or alleged obligation on the part of any of the Acquired Entities, the Fund Entities or their respective Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, which in each case has not been satisfied in all material respects. (d) Section 4.11(d) of the Disclosure Schedule contains a complete and accurate list of each Permit that is held by any of the Acquired Entities, the Fund Entities or any of their respective Subsidiaries and identifies the holder thereof. The Acquired Entities, the Fund Entities and their respective Subsidiaries have obtained all material Permits that are necessary to the conduct of their respective businesses as presently being conducted. All material Permits are in full force and effect and: (i) each Acquired Entity, each Fund Entity and their respective Subsidiaries is, and at all times since January 1, 2007 has been, in material compliance with all of the terms and requirements of each Permit identified or required to be identified in Section 4.11(d) of the Disclosure Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time, or both) (A) constitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any Permit listed or required to be listed in Section 4.11(d) of the Disclosure Schedule or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any such TRMT Permitsmodification to, individually any material Permit listed or required to be listed in Section 4.11(d) of the aggregateDisclosure Schedule; (iii) none of the Acquired Entities, the Fund Entities or any of their respective Subsidiaries has received, at any time since January 1, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual or alleged material violation of or material failure to comply with any term or requirement of any Permit or (B) any actual or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any material Permit, which in each case has not hadbeen satisfied in all material respects; and (iv) all applications required to have been filed for the renewal of all material Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and would not reasonably be expected all other filings required to have, have been made with respect to such material Permit have been duly made on a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance timely basis with the terms appropriate Governmental Authority and no such application or other filing contained a material misrepresentation or omission of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectmaterial fact.

Compliance with Laws; Permits. (a) Each of the Group Companies is, and since January 1, 2012 has been, in compliance in all material respects with all applicable Laws. (b) Without limiting the other provisions of this Section 3.17, the Group Companies are and, since January 1, 2012, have been, in material compliance with the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and other federal, foreign, or state anti-corruption or anti-bribery Laws or requirements applicable to the Group Companies (the “Anti-Bribery Laws”). Since January 1, 2012, the Group Companies have not received any communication from any Governmental Entity or from any third Person that alleges that the Group Companies or any employee or agent thereof is in material violation of any Anti-Bribery Laws. (c) Since January 1, 2018: 2012, no Group Company has received written notice of any material Action by any Governmental Entity, and there has been and there is no material Action (iincluding any fine) TRMT and each TRMT Subsidiary has complied and currently pending, or to the knowledge of the Company, threatened against any Group Company by a Governmental Entity with respect to, any violation of, or any obligation to take remedial action under, any Laws or Permits, other than routine audits or inquiries by a Governmental Entity unrelated to any wrongdoing or misconduct by the Company or any of its Subsidiaries. (d) Each Group Company is in compliance in all material respects with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundUnited States economic sanctions, laws, executive orders, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received implementing regulations as promulgated by TRMT or any TRMT Subsidiary or, to the Knowledge United States Treasury Department’s Office of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof Foreign Assets Control (“TRMT PermitsOFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Group Company (i) is a Person designated by the United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot deal or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States economic sanctions laws such TRMT Permits are valid that a United States Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target of United States economic sanctions such that a United States Person cannot deal or otherwise engage in business transactions with such government. (e) Since January 1, 2012, the Company and its Subsidiaries have not exported, re-exported, sold or supplied any products or services directly or indirectly to its customers or through a distributor or, to the knowledge of the Company, otherwise participated in full force and effectany transaction involving (i) any person designated on the SDN List at the time of the transaction, except where (ii) Cuba, Iran, North Korea, Sudan, Syria or any other country that is subject to a U.S. trade embargo, (iii) the failure to be government, including any political subdivision, agency or instrumentality thereof, of any country identified or described in possession Section 3.17(e)(ii) or (iv) any Person that acts on behalf of, or is owned or controlled by, the failure government identified or described in Section 3.17(e)(ii) or a Person designated on the SDN List. (f) Each Group Company is in compliance in all material respects with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) the USA PATRIOT ACT (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) and (iii) other federal or state laws relating to be valid or anti-money laundering rules and regulations. (g) The Company has instituted and maintains policies and procedures that are reasonably designed to ensure compliance with OFAC, the USA PATRIOT ACT and Anti-Bribery Laws. (h) To the knowledge of the Company, each of the Company’s material suppliers, distributors and third-party contractors and service providers has conducted all tasks on behalf of the Company in compliance with all regulations promulgated by the FCPA. (i) All material approvals, filings, Orders, permits, franchises, consents, exemptions, licenses and similar authorizations (collectively, “Permits”) of all Governmental Entities required to conduct the business of the Group Companies presently conducted, are in the possession of the Group Companies, are in full force and effect ofin all material respects and are being complied with in all material respects. There has been no material violation, material default, cancellation or revocation, nor, to the knowledge of the Company, any such TRMT Permitsthreatened cancellation or revocation, individually of any Permit. None of the Permits will be materially terminated or impaired or become terminable, in whole or in part, as a result of the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effecttransactions contemplated hereby.

Compliance with Laws; Permits. (ai) Since The Acquired Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2020, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their businesses, activities, assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect and (ii) since January 1, 2020, none of the Acquired Companies has received any written communication from a Governmental Entity that alleges that any Acquired Company is not in compliance with any Law, except for such noncompliance, individually or in the aggregate, that has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Notwithstanding anything To the knowledge of the Company, except for routine audits or inspections, no investigation by any Governmental Entity with respect to the contrary Company or any of its Subsidiaries is pending, nor has any Governmental Entity indicated to the Company or any of its Subsidiaries in this Section 4.5(a)writing an intention to conduct any such investigation, except for such investigations the provisions outcomes of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall which, individually or in the aggregate, has not apply had or would not reasonably be expected to Laws addressed in Section 4.10, Section 4.11 and Section 4.13have a Company Material Adverse Effect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and each TRMT Subsidiary is their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2019, have been in, compliance in possession all material respects with the U.S. Foreign Corrupt Practices Act of all authorizations1977, licensesas amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), permitsand any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, certificates, approvals, variances, exemptions, orders, franchises, certifications the “Fraud and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT PermitsBribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of any applicable law governing or relating to corrupt practices or money laundering. (c) Except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all such TRMT times within the past five (5) years, have been in, compliance with applicable Sanctions and Export Control Laws. Without limiting the foregoing, except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, there are no pending or threatened claims or investigations by any Governmental Entity against or involving any of the Acquired Companies with respect to any actual or alleged violations of Export Control Laws or Sanctions. (d) None of the Acquired Companies nor any of their directors, officers, or employees, or any other Persons acting for or on behalf of any of the foregoing, is or has been within the past five (5) years (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under the Export Control Laws; or (iii) engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Person or a person subject to debarment or any list-based designations under the Export Control Laws (except as set forth in Section 3.10(d) of the Company Disclosure Letter). (e) The Company has implemented and maintains policies and procedures to promote compliance with Sanctions Laws and Export Control Laws. (f) The Acquired Companies have in effect all material permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, have not or would not reasonably be expected to have a Company Material Adverse Effect. All material Permits of the Acquired Companies are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim To the knowledge of the Company, except as, individually or notice that TRMT or any TRMT Subsidiary is currently the in aggregate, would not in compliance with reasonably be expected to be material and adverse to the terms Acquired Companies, taken as a whole, each employee of any of the Acquired Companies has in effect all material Permits necessary for such TRMT Permits, except where employee to carry on the failure to be in compliance with business of the terms of any Acquired Companies as now conducted by such TRMT Permitsemployee. Except as has not had or would not, individually or in the aggregate, has not had, and would not reasonably be expected to haveresult in a material liability to the Acquired Companies, taken as a TRMT Material Adverse Effectwhole, (i) no Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2019, (ii) neither the Company nor any of its Subsidiaries is in default or violation, in any respect, of any of the Company Permits and (iii) since January 1, 2020, neither the Company nor any Company Subsidiary has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii).

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2023 have been, in compliance with all (Ai) Laws state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (including Environmental “Laws”) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no noticeJudgments, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the each case of each of clauses (i) and (ii) for such instances ), that are applicable to the Company or any of non-compliance thatits Subsidiaries, except as would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the Company’s Knowledge, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries within the last five (5) years has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five (5) years has been, in material compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) His Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea (each a “Restricted Country”), in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws. (g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly, or Knowingly, indirectly fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (h) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 4.13(a) of the Disclosure Schedules, 2018: each Company is, and during the past three (i3) TRMT and each TRMT Subsidiary years has complied and is been, in compliance in all material respects with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary it or by which any asset of TRMT its Business, properties or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13assets. (b) TRMT All Permits required for each Company to conduct its Business in all material respects have been obtained by it and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect. (c) The ESOP is, except where and has been, in compliance with all applicable Laws, and all actions and transactions taken and approvals issued by the failure Trustee in connection with the ESOP, the Sellers or any of the Companies were in compliance in all material respects with all applicable Laws and the Trustee’s duties. (d) Without limiting the generality of the foregoing, no Company, nor any of their respective directors, managers, or officers thereof or, to the Company’s Knowledge, any of their Affiliates or agents when acting on behalf of any Company (nor, to the Company’s Knowledge, any employee or Person acting for or on behalf of any of the foregoing), has (i) used any funds for unlawful contributions, gifts, gratuities, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment or offered, promised or authorized the compensation, gift, payment, or anything of value to any foreign or domestic government officials or employees or any foreign or domestic political parties or candidate for political office for the purpose of influencing any act or decision of such official or of the government to obtain or retain business or direct business to any Person in violation of Law, (iii) made any other payment in violation of Law to any official of any Governmental Authority, including bribes, gratuities, kickbacks, lobbying expenditures, political contributions or contingent fee payments, (iv) violated any applicable trade Laws, anti-money laundering or anti-terrorism financing Laws of all jurisdictions in which they operate, or regulation and rule promulgated thereunder, nor have any of them otherwise taken any action which would cause a Company to be in possession ofviolation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable Law of similar effect, (v) been a target of any sanctions, Laws, lists, regulations, embargoes or restrictive measures administered, enacted or enforced by the failure to be valid United States or in full force other government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Kingdom, the European Union (and effect ofany of its member states) or the United Nations Security Council, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary other relevant authority or sanctions-administering body (collectively, the “Sanctions”), or (vi) been located, organized or resident in a country or territory that is currently not in compliance with the terms target of any such TRMT PermitsSanctions (including Cuba, except where Iran, North Korea or Syria). No portion of the failure Purchase Price will be used, directly or indirectly, or lended, contributed or otherwise made available such proceeds, to be in compliance with any Person or country that is the terms target of Sanctions, or for the purpose of financing or facilitating the activities of any Person or country that is the target of any Sanctions. (e) Within the last three (3) years, none of the Companies nor any directors, managers, officers thereof (nor, to the Company’s Knowledge, any employee or Person acting for or on behalf of any of the foregoing) have materially violated any applicable Laws, rules, or regulations governing exports, imports or re-exports to or from any country, including the export or re-export of goods, services or technical data from such TRMT Permitscountries or persons prohibited by trade embargo and/or economic sanctions (such legal prohibitions being collectively referred to as “Export Controls”). There is no pending investigation, individually inquiry or in enforcement action against the aggregateCompanies or any of their respective officers, has not had, and would not reasonably be expected directors or employees related to have, a TRMT Material Adverse Effectany violation or potential violation of any Export Controls.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatExcept as would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect, each Group Company has been in compliance with all Laws and Governmental Orders applicable to them. Notwithstanding anything to As of the contrary in this Section 4.5(a)First Closing, the provisions Group Companies hold all Permits necessary for the lawful conduct of Section 4.5(a)(i)(A) their respective businesses as currently conducted and Section 4.5(a)(ii) shall not apply to Laws addressed are in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession compliance with the terms of all authorizationssuch Permits, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and in each TRMT Subsidiary to own its assets or to carry on its respective business substantially case except as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitswould not, individually or in the aggregate, has not had, and would not reasonably be expected excepted to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) None of the Group Companies or to the Knowledge of the Company, any of their respective directors, executives , or agents acting under and with the express authorization of such Group Company, has (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC Law on Anti-Unfair Competition promulgated on September 2, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Company, (v) to the Knowledge of the Company, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or (vi) violated or operated in noncompliance with any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. ​ None of the Group Companies or, to the Knowledge of the Company, any of their respective directors, executives or agents acting under and with the express authorization of such Group Company, is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Compliance with Laws; Permits. (a) Since January 1Except with respect to Taxes, 2018: (i) TRMT ERISA and each TRMT Subsidiary has complied Environmental Laws, which are the subjects of Sections 4.10, 4.11 and is 4.12, respectively, Parent and its Subsidiaries are in compliance in all material respects with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT Parent or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT of its Subsidiaries or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT their properties or other assets or any TRMT Subsidiary, alleging any non-compliance with any such Lawsof their businesses or operations, except for failures to be in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and that would not reasonably be expected to have, have a TRMT Parent Material Adverse Effect. Notwithstanding anything Since January 1, 2007, neither Parent nor any of its Subsidiaries has received written notice to the contrary effect that a Governmental Authority claimed or alleged that Parent or any of its Subsidiaries was not in this Section 4.5(a)compliance in a material respect with any Law applicable to Parent and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of Parent, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of Parent or any such Subsidiary, is under investigation by any Governmental Authority related to the conduct of Parent’s or any such Subsidiary’s business, the provisions results of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply which investigation would or would reasonably be expected to Laws addressed result in Section 4.10, Section 4.11 and Section 4.13a Parent Material Adverse Effect. (b) TRMT Parent and each TRMT Subsidiary is of its Subsidiaries hold all material Permits to be obtained or necessary for the conduct of their respective businesses, including the manufacture, license and sale of their respective products and services. Parent and its Subsidiaries are in possession compliance in all material respects with the terms of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT such Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure such suspension or cancellation would not be reasonably expected to be constitute a Parent Material Adverse Effect. (c) No event or condition has occurred or exists which would result in possession a violation of, breach, default or the failure to be valid loss of a benefit under, or in full force and effect ofacceleration of an obligation of Parent or any of its Subsidiaries under, any such TRMT PermitsPermit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not, individually or in the aggregate, has not hadreasonably be expected to have a Parent Material Adverse Effect. No such suspension, and cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the Transactions, except for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to have, result in a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January Except as has not had an Oxford Material Adverse Effect, no Target Company is, or since February 1, 2018: (i) TRMT and each TRMT Subsidiary 2013, has complied and is been, in compliance with all (A) Laws (including Environmental Laws) violation of any applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundLaw, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary written claim is pending or, to the Knowledge knowledge of TRMTOxford, is threatened against TRMT or any TRMT Subsidiarythreatened, alleging any non-compliance by a Governmental Body, with respect to any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13matters. (b) TRMT and each TRMT Subsidiary is in possession of Except as has not had an Oxford Material Adverse Effect, the Target Companies hold or have obtained all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Approvals that are necessary for TRMT and each TRMT Subsidiary to own its assets or entitle (i) the Target Companies to carry on its respective business substantially as it is being and conduct the Business to the extent currently conducted as of by them and (ii) Oxford to invest, directly or indirectly, in the date hereof Target Companies (collectively, the “TRMT Oxford Governmental Permits”). To the knowledge of Oxford, there are no material impediments to each of IFCO and Natgasoline obtaining all material Governmental Approvals that will be necessary to entitle it to carry on and conduct its portion of the Business once operational. The Target Companies are in compliance with all terms and conditions of the Oxford Governmental Permits and all such TRMT Oxford Governmental Permits are valid and in full force and effecteffect and there exists no default thereunder or breach thereof, in each case except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitsas has not had, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT an Oxford Material Adverse Effect. Neither TRMT nor No Governmental Body has taken, or to the knowledge of Oxford, threatened to take, any TRMT Subsidiary action to terminate, cancel or reform any Oxford Governmental Permit except as has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitshad, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT an Oxford Material Adverse Effect. (c) As of the date of this Agreement, (i) there are no material lawsuits, claims, suits or proceedings pending or, to the knowledge of Oxford, threatened, against any Target Company or any of their assets or properties, (ii) to the knowledge of Oxford, no material investigations are pending or have been threatened by any Governmental Body and (iii) there are no material lawsuits, claims, suits or proceedings against any director or officer of any Target Company relating to the performance of their duties as directors or officers, as applicable. (d) No material order, writ, fine, injunction, decree, judgment, award or determination of any Governmental Body or any arbitral or other dispute resolution body has been issued or entered against any Target Company or any of their respective assets or properties.

Compliance with Laws; Permits. (a1) Since Parent and each of its Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2019 have been, in compliance with all (A) Laws (including Environmental Laws) and Orders, in each case, applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT Parent or any TRMT Subsidiary is boundof its Subsidiaries, and (B) TRMT Permitsexcept as would not, and (ii) no noticeindividually or in the aggregate, charge reasonably be likely to have a Parent Material Adverse Effect. No investigation or assertion has been received review by TRMT any Governmental Authority with respect to Parent or any TRMT Subsidiary of its Subsidiaries is pending or, to the Knowledge of TRMTParent, threatened in writing, the outcome of which is reasonably likely to have a Parent Material Adverse Effect. (2) Parent and each of its Subsidiaries hold, and since January 1, 2019 have held, all Permits, except where the failure to hold such Permits would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. There are no Actions pending or, to the Knowledge of Parent, threatened against TRMT in writing, that seek the revocation, cancellation or adverse modification of any Permit, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (3) None of Parent and its Subsidiaries nor, to the Knowledge of Parent, any director, officer or employee or anyone in a position to exercise a senior management function or other key function of Parent or any TRMT Subsidiaryof its Subsidiaries is, alleging or has been, (i) ineligible or unfit to act in such role or (ii) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the authorization of any nonUK-compliance with any such Lawsregulated Subsidiary of Parent, except by the PRA or FCA, for the conduct of regulated activities except, in the case of each of clauses (i) and (ii) for such instances of non-compliance that), as would not, individually or in the aggregate, have not had, and would not reasonably be expected likely to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. (4) This Section 4.08 does not relate to the Parent SEC Documents, financial statements or compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, which are the subject of Section 4.05, Tax matters, which are the subject of Section 4.09, employee benefits and labor matters, which are the subject of Sections 4.10 and 4.11, or insurance or reinsurance matters, which are the subject of Sections 4.16 through 4.19.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatExcept as would not constitute, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Notwithstanding anything , neither the Company nor any of the Company Subsidiaries is in violation of any Law as in effect as of the date of this Agreement applicable to the contrary Company or any of the Company Subsidiaries. Each of the Company, the Company Subsidiaries and their respective directors, officers, employees and agents or other Persons acting under and with their express authorization have complied in this Section 4.5(aall respects with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder (the "FCPA"), the provisions Criminal Law of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10China, Section 4.11 and Section 4.13the Law on Anti-Unfair Competition of China or the Interim Rules on Prevention of Commercial Bribery of China, as amended (collectively, the "Anti-Corruption Laws"). (b) TRMT Since January 1, 2009, none of the Company, any of the Company Subsidiaries or any of their respective directors, officers, employees and each TRMT Subsidiary is in possession agents or other Persons acting under and with their express authorization have (a) established or maintained any fund of all authorizationscorporate monies or other properties not recorded on the Company's books and records, licenses(b) made any bribe, permitsunlawful rebate, certificatespayoff, approvalsinfluence payment, variances, exemptions, orders, franchises, certifications and clearances kickback or other unlawful payment of any Governmental Authority and accreditation and certification agenciesnature, bodies or (c) violated or operated in noncompliance with any applicable money laundering Law, anti-terrorism Law, anti-boycott regulations, export restrictions or embargo Law. Without limiting the generality of the foregoing, since January 1, 2009, neither the Company, any of the Company Subsidiaries, nor their respective agents, employees or other organizationsPersons acting on their behalf, including building permits and certificates have taken any act in furtherance of occupancy necessary for TRMT and each TRMT Subsidiary a payment, offer, promise to own its assets pay, or authorization or ratification of a payment of any gift, money or anything of value to (i) a Government Official, or (ii) any Person or entity while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to a Government Official, specifically to obtain or retain business or to carry on its respective business substantially as it is being conducted as secure an improper advantage in violation of the date hereof (“TRMT Permits”)Anti-Corruption Laws. Since January 1, 2009, the Company has received no allegation, and all such TRMT Permits are valid and has conducted no internal investigation, related to a violation or potential violation of the Anti-Corruption Laws. The Company does not have information that would lead a reasonable person to believe that there is a high likelihood that any Person has made any payment in full force and effectviolation of any Anti-Corruption Law on behalf of or for the benefit of the Company or any of the Company Subsidiaries since January 1, except where the failure to be in possession 2009. There is no investigation of, or request for information from, the failure Company or the Company Subsidiaries by law enforcement officials regarding the Anti-Corruption Laws. The Company has established and continues to be valid or in full force maintain reasonable internal controls and effect ofprocedures intended to ensure compliance with the Anti-Corruption Laws, including an anti-corruption compliance policy. (c) None of the Company, any such TRMT Permitsof the Company Subsidiaries or any of their respective directors, executives or, to the Company's Knowledge, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Since January 1, 2009, the Company and the Company Subsidiaries have complied with all applicable Law regarding collecting, accessing, using, disclosing, electronically transmitting, securing, sharing, transferring and storing personal information which is protected under applicable Law. The Company and each Company Subsidiary have in place, and take steps reasonably designed to assure material compliance with its, privacy security policies and procedures. Except as would not constitute, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, the Company and the Company Subsidiaries incorporated in China have complied in all respects with all applicable Laws of China related to foreign exchange. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently Except as would not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitsconstitute, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, (i) the Company and the Company Subsidiaries hold all Permits required for the conduct of their respective businesses as conducted on the date of this Agreement, (ii) such Permits are in full force and effect, (iii) none of the Company or any of the Company Subsidiaries is in material violation of any applicable Permit granted to it and (iv) no Proceeding (with respect to investigations, to the Company's Knowledge) is pending by any Governmental Entity of which the Company or any Company Subsidiary has received written notice or, to the Company's Knowledge, threatened in a writing delivered to the Company, any Company Subsidiary or their respective directors or officers by any Governmental Entity, seeking the revocation, limitation or nonrenewal of any such Permit. Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of the Company Subsidiaries is in breach of or default under any such Permit or has received any written notice of any such breach or default.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatExcept as would not constitute, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Notwithstanding anything , neither the Company nor any of the Company Subsidiaries is in violation of any Law as in effect as of the date of this Agreement applicable to the contrary Company or any of the Company Subsidiaries. Each of the Company, the Company Subsidiaries and their respective directors, officers, employees and agents or other Persons acting under and with their express authorization have complied in this Section 4.5(aall respects with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder (the “FCPA”), the provisions Criminal Law of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10China, Section 4.11 and Section 4.13the Law on Anti-Unfair Competition of China or the Interim Rules on Prevention of Commercial Bribery of China, as amended (collectively, the “Anti-Corruption Laws”). (b) TRMT Since January 1, 2009, none of the Company, any of the Company Subsidiaries or any of their respective directors, officers, employees and each TRMT Subsidiary is in possession agents or other Persons acting under and with their express authorization have (a) established or maintained any fund of all authorizationscorporate monies or other properties not recorded on the Company’s books and records, licenses(b) made any bribe, permitsunlawful rebate, certificatespayoff, approvalsinfluence payment, variances, exemptions, orders, franchises, certifications and clearances kickback or other unlawful payment of any Governmental Authority and accreditation and certification agenciesnature, bodies or (c) violated or operated in noncompliance with any applicable money laundering Law, anti-terrorism Law, anti-boycott regulations, export restrictions or embargo Law. Without limiting the generality of the foregoing, since January 1, 2009, neither the Company, any of the Company Subsidiaries, nor their respective agents, employees or other organizationsPersons acting on their behalf, including building permits and certificates have taken any act in furtherance of occupancy necessary for TRMT and each TRMT Subsidiary a payment, offer, promise to own its assets pay, or authorization or ratification of a payment of any gift, money or anything of value to (i) a Government Official, or (ii) any Person or entity while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to a Government Official, specifically to obtain or retain business or to carry on its respective business substantially as it is being conducted as secure an improper advantage in violation of the date hereof (“TRMT Permits”)Anti-Corruption Laws. Since January 1, 2009, the Company has received no allegation, and all such TRMT Permits are valid and has conducted no internal investigation, related to a violation or potential violation of the Anti-Corruption Laws. The Company does not have information that would lead a reasonable person to believe that there is a high likelihood that any Person has made any payment in full force and effectviolation of any Anti-Corruption Law on behalf of or for the benefit of the Company or any of the Company Subsidiaries since January 1, except where the failure to be in possession 2009. There is no investigation of, or request for information from, the failure Company or the Company Subsidiaries by law enforcement officials regarding the Anti-Corruption Laws. The Company has established and continues to be valid or in full force maintain reasonable internal controls and effect ofprocedures intended to ensure compliance with the Anti-Corruption Laws, including an anti-corruption compliance policy. (c) None of the Company, any such TRMT Permitsof the Company Subsidiaries or any of their respective directors, executives or, to the Company’s Knowledge, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Since January 1, 2009, the Company and the Company Subsidiaries have complied with all applicable Law regarding collecting, accessing, using, disclosing, electronically transmitting, securing, sharing, transferring and storing personal information which is protected under applicable Law. The Company and each Company Subsidiary have in place, and take steps reasonably designed to assure material compliance with its, privacy security policies and procedures. Except as would not constitute, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, the Company and the Company Subsidiaries incorporated in China have complied in all respects with all applicable Laws of China related to foreign exchange. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently Except as would not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitsconstitute, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect, (i) the Company and the Company Subsidiaries hold all Permits required for the conduct of their respective businesses as conducted on the date of this Agreement, (ii) such Permits are in full force and effect, (iii) none of the Company or any of the Company Subsidiaries is in material violation of any applicable Permit granted to it and (iv) no Proceeding (with respect to investigations, to the Company’s Knowledge) is pending by any Governmental Entity of which the Company or any Company Subsidiary has received written notice or, to the Company’s Knowledge, threatened in a writing delivered to the Company, any Company Subsidiary or their respective directors or officers by any Governmental Entity, seeking the revocation, limitation or nonrenewal of any such Permit. Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of the Company Subsidiaries is in breach of or default under any such Permit or has received any written notice of any such breach or default.

Compliance with Laws; Permits. (a) Parent is, and since January 1, 2021, has been, in compliance in all material respects with all applicable Laws. Since January 1, 2018: (i) TRMT and each TRMT Subsidiary 2021, Parent has complied and is not received any communication from any Governmental Entity or private party alleging noncompliance in compliance any material respect with all (A) Laws (including Environmental Laws) any applicable Law. Parent does not have any material Liability for failure to TRMT and comply in any TRMT Subsidiary or by which material respect with any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary orLaw and, to the Knowledge of TRMTParent, there is threatened against TRMT no act, omission, event or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and circumstance that would not reasonably be expected to havegive rise to any material action, a TRMT Material Adverse Effectsuit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, proceeding or request for information or any such Liability. Notwithstanding anything Parent has not conducted any internal investigation with respect to the contrary any actual, potential or alleged violation in this Section 4.5(a)any material respect of any Law by any manager, the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10member or other equityholder, Section 4.11 and Section 4.13officer or employee or concerning actual or alleged fraud. (b) TRMT Parent and its directors, officers, employees, and, to the Knowledge of Parent, agents and other persons acting for or on its behalf are, and have been since January 1, 2021, in compliance in all material respects with applicable Anti-Bribery Laws. Since January 1, 2021, neither Parent nor any of its directors, officers, employees, or, to Parent’s Knowledge, agents, has directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (i) any Person who is an official, officer, agent, employee or representative of any Governmental Entity or of any existing or prospective customer (whether or not owned by a Governmental Entity), (ii) any political party or official thereof, (iii) any candidate for political or political party office or (iv) any other Person affiliated with any customer, political party, official or political office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, for purposes of (A) influencing any act or decision of any Person in his or her official capacity, (B) inducing any Person to do or omit to do any act in violation of the lawful duty of such Person, or (C) inducing such Person to use his or her influence improperly, including with a Governmental Entity, to affect or influence any act or decision of such Governmental Entity in order to obtain, retain or direct or assist in obtaining, retaining or directing business to any Person. Since January 1, 2021, Parent has not received any written communication from any applicable Governmental Entity or private party that alleges that Parent, or any of its directors, officers, employees, agents or other persons acting for or on its behalf, are or may be in violation of, or has, or may have, any liability under, any Anti-Bribery Laws, and no such potential violation of Anti-Bribery Laws has been discovered by or brought to the attention of Parent or its directors, officers or employees. Parent has not made nor anticipates making any disclosures to any Governmental Entity for potential violations of Anti-Bribery Laws. Parent has not conducted any internal investigation with respect to any actual, potential or alleged violation of any Anti-Bribery Law by any director, officer, employee or other persons acting for or on its behalf. Parent has implemented and maintains a system of internal controls, policies and procedures reasonably designed to deter and detect material violations of, and ensure compliance in all material respects with, the Anti-Bribery Laws. (c) Parent is, and since January 1, 2021, has been, in compliance in all respects with all applicable Laws with regard to anti-money laundering, as well as related regulations and rules, applicable to the activities of Parent. (d) For the past [*] years, Parent and each TRMT Subsidiary of its directors, officers, employees and, to Parent’s Knowledge, agents have been in compliance in all material respects with Customs & Trade Laws and applicable Sanctions. Parent has in place written policies, controls and systems reasonably designed to ensure compliance in all material respects with applicable Customs & Trade Laws and all applicable Sanctions. There are and since January 1, 2021, have been, no pending or, to Parent’s Knowledge, threatened claims or any legal action against, or investigation, inquiry or enforcement proceeding by any applicable Governmental Entity of, Parent, nor is there or has there been any judgment, penalty or citation imposed (or, to Parent’s Knowledge, threatened to be imposed) upon Parent by or before any applicable Governmental Entity in possession connection with any alleged violation of all authorizationsCustoms & Trade Laws or Sanctions. (e) For the past [*] years, ▇▇▇▇▇▇ has not engaged in any dealings or transactions in or with any Restricted Person, nor is Parent currently engaged in any such activities. (f) All federal, state, local and foreign licenses, permits, certificatesconsents, approvalsfranchise, variancesprivileges, immunities, authorizations, exemptions, ordersregistrations, franchisescertificates, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies variances or other organizations, including building permits and certificates of occupancy necessary approvals or rights required for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as the operation of the date hereof business of Parent (collectively, “TRMT Parent Permits”)) are in the possession of Parent, and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect ofand are being complied with in all material respects. All fees required to be paid in connection with such Parent Permits have been paid in all material respects. The Parent Permits are valid and subsisting, and, to Parent’s Knowledge, no Governmental Entity intends to modify, cancel, terminate or not renew any such TRMT Parent Permit. To Parent’s Knowledge, no Person other than Parent owns or has any proprietary, financial or other interest (direct or indirect) in any of the Parent Permits. To Parent’s Knowledge, individually or the consummation of the Transactions will not result in the aggregate, loss of any Parent Permit. Parent has not had, conducted and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not conducting its business in material compliance with the terms of any such TRMT Permitsrequirements, except where the failure to be in compliance with the terms of any such TRMT Permitsstandards, individually or criteria and conditions set forth in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectParent Permits.

Compliance with Laws; Permits. (a) Since January 1Each member of the Acquired Company Group is and, 2018: (i) TRMT and each TRMT Subsidiary since December 31, 2022, has complied and is been, in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundall, and (B) TRMT Permitsis not in default under or in violation of any, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such applicable Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatother than any noncompliance, default or violation that would not reasonably be expected, individually or in the aggregate, have to be material to the Acquired Company Group, taken as a whole, or that would impair, hinder, or delay any member of the Acquired Company Group’s ability to perform its obligations under this Agreement. No member of the Acquired Company Group has received any written communication since December 31, 2022 and prior to the date of this Agreement from a Governmental Entity that alleges that any member of the Acquired Company Group is not hadin compliance with or is in default or violation of any applicable Law, and except where such non-compliance, default or violation would not not, individually or in the aggregate, reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything be material to the contrary in Acquired Company Group, taken as a whole, or that would impair, hinder, or delay any member of the Acquired Company Group’s ability to perform its obligations under this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Agreement. (b) TRMT In the last five years, no member of the Acquired Company Group nor, to the Knowledge of the Acquired Company Group, any of their respective directors, officers, employees nor any other Person acting on behalf of any member of the Acquired Company Group has: (i) been a Sanctioned Person or been organized, a resident of or located in a Sanctioned Country; (ii) engaged in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country; (iii) made any unlawful payment or given, offered, promised, or authorized or agreed to give, any money or thing of value, directly or indirectly, to any Person in violation of any applicable Laws related to the prevention of corruption, including the Foreign Corrupt Practices Act of 1977, as amended (“Anti-Corruption Laws”); or (iv) otherwise violated applicable Sanctions, Ex-Im Laws, or anti-boycott requirements (collectively, “Trade Controls”) or Anti-Corruption Laws. (c) In the last five years, no member of the Acquired Company Group has (i) received from any Governmental Entity or any other Person any notice, inquiry, or internal or external allegation, (ii) made any voluntary or involuntary disclosure to a Governmental Entity or (iii) conducted any internal investigation or audit, in each case, concerning any actual or potential violation or wrongdoing related to Trade Controls or Anti-Corruption Laws. (d) Each member of the Acquired Company Group are in possession, and each TRMT Subsidiary is at all times since December 31, 2022 have been in possession possession, of all franchises, tariffs, grants, authorizations, licenses, permits, certificateseasements, approvalsrights of way, servitudes, variances, exemptions, ordersconsents, franchisescertificates, certifications approvals and clearances orders of any Governmental Authority Entity necessary under applicable Law to own, lease and accreditation operate their properties and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to lawfully carry on its respective business substantially their businesses as it is they are being conducted as of the date hereof of this Agreement (collectively, the “TRMT Company Permits”), and all except where the failure to be in possession of such TRMT Company Permits would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Company Group, taken as a whole, or that would impair, hinder, or delay any member of the Acquired Company Group’s ability to perform its obligations under this Agreement. All Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitswould not reasonably be expected, individually or in the aggregate, has not hadto be material to the Acquired Company Group, and taken as a whole, or that would impair, hinder, or delay any member of the Acquired Company Group’s ability to perform its obligations under this Agreement. To the Knowledge of the Acquired Company Group, there is no outstanding violation in any material respect of any of the Company Permits by any member of the Acquired Company Group (as applicable). No suspension or cancellation of any of the Company Permits is, to the Knowledge of the Acquired Company Group, pending or threatened, except where such suspension or cancellation would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permitsexpected, individually or in the aggregate, has to be material to the Acquired Company Group, taken as a whole, or that would impair, hinder, or delay any member of the Acquired Company Group’s ability to perform its obligations under this Agreement. (e) Section 4.19(e) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and accurate list of (i) all pending, but not hadyet approved, applications for permits to drill (“APDs”), and would not reasonably be expected (ii) APDs that were previously approved, but (A) will expire on or prior to haveJune 30, a TRMT Material Adverse Effect2025 or (B) have expired, and for which an APD extension has been submitted to the applicable Governmental Entity.

Compliance with Laws; Permits. (a) Since January 1The Acquired Business is, 2018: (i) TRMT and each TRMT Subsidiary for the last five years has complied and is been, in compliance in all material respects with all (A) Laws (including Environmental Laws) applicable to TRMT it or its business, properties or assets, including all applicable Anti-Bribery Laws and Export Control Laws. No Seller or Acquired Company has received any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary written or, to the Knowledge of TRMTSellers, is threatened against TRMT oral notice from any Governmental Authority regarding any actual, alleged, or potential violation of, or failure to comply with, any TRMT Subsidiary, alleging any non-compliance applicable Law in connection with any such Laws, except in the case operation of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Acquired Business. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary All Permits required to own its assets or to carry conduct the Acquired Business (the “Company Permits”) are set forth on its respective business substantially as it is being conducted as Section 2.13(b) of the date hereof (“TRMT Permits”)Seller Disclosure Schedule, except where the failure to have such a Permit would not reasonably have a material and adverse impact on the Acquired Business, and all such TRMT Company Permits are valid and in full force and effect, except where . Sellers and the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not Acquired Companies are in compliance with all of the terms Company Permits. None of the Company Permits will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement. (c) Neither any Seller nor any Acquired Company, nor any director officer, member, manager, agent, employee or other Person acting on behalf of the Acquired Business, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, made any direct or indirect unlawful payment to any foreign or domestic governmental official or employee or made any illegal bribe, rebate, payoff, influence payment, kickback or other unlawful payment, or (ii) directly or indirectly given or agreed to give any gift or similar benefit to any customer, supplier, government employee or other Person who is (d) Neither any Seller nor any Acquired Company, nor any director officer, member, manager, agent, employee or other Person acting on behalf of the Acquired Business, is aware of or has taken any action, directly or indirectly, related to or for the benefit of the Acquired Business and would result in a violation of any such TRMT Permits, except where Anti-Bribery Law. No civil or criminal penalties have been imposed on the failure Acquired Business or any Seller with respect to be in compliance with the terms any violations of any such TRMT Permitsapplicable Anti-Bribery Law, individually or nor have any disclosures been submitted in respect of the aggregate, has not had, and would not reasonably be expected Acquired Business to have, a TRMT Material Adverse Effectany Governmental Authority with respect to violations of any Anti-Bribery Laws.

Compliance with Laws; Permits. (a) Since January 1The businesses of the Company and its Subsidiaries are not being and have not been conducted in violation of any law, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and ordinance or regulation of any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such LawsGovernmental Entity, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect on the Company. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptionsrights-of-way, ordersexceptions, franchisesconsents, certifications certificates, approvals and clearances orders of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Entity necessary for TRMT the Company and each TRMT Subsidiary its Subsidiaries to own own, lease and operate its assets properties or to carry on its respective business substantially as it is now being conducted as of (the date hereof (“TRMT Company Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or have any of the failure to be valid or in full force and effect of, any such TRMT PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim Effect on the Company, and, as of the date of this Agreement, no suspension or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms cancellation of any such TRMT Permitsof the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in compliance with the terms suspension or cancellation of any such TRMT Permitsof the Company Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect on the Company. (b) The Company and each of its Subsidiaries is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) personal loans to any executive officer or director of the Company or any of its Subsidiaries. (c) Each of the principal executive officer of the Company and of each Company Reporting Subsidiary and the principal financial officer of the Company and of each Company Reporting Subsidiary (or each former principal executive officer of the Company and of each Company Reporting Subsidiary and each former principal financial officer of the Company and of each Company Reporting Subsidiary, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has delivered to Parent a summary of any disclosure made by management to the Company’s auditors and audit committee since January 1, 2002 referred to in such certifications. (d) The Company and each Company Reporting Subsidiary has (i) designed disclosure controls and procedures to ensure that material information relating to it and its consolidated Subsidiaries, is made known to its management by others within those entities and (ii) to the extent required by applicable laws, disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information and (B) to the Knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in its internal control over financial reporting. (e) The Company has prepared a plan for the Company and each Company Reporting Subsidiary to comply with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act on the date by which they must comply with such requirements. None of the Company or any Company Reporting Subsidiary is aware of any reason the Company or any Company Reporting Subsidiary will not comply with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act on the applicable compliance date. (f) Through the date hereof the Company has delivered to Parent copies of any written notifications it has received since December 31, 2001 of a (i) “reportable condition” or (ii) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards No. 60, as in effect on the date hereof.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The businesses of Parent and each TRMT Subsidiary has complied and is the Parent Subsidiaries are conducted in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT Parent or any Parent Subsidiary, except for instances of non-compliance as would not reasonably be likely to be material to Parent and the Parent Subsidiaries, taken as a whole. No investigation, audit or review by any TRMT Governmental Authority with respect to Parent or any Parent Subsidiary or by which any asset of TRMT or any TRMT Subsidiary their assets is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary pending or, to the Knowledge of TRMTParent, is threatened against TRMT or threatened, nor has any TRMT Subsidiary, alleging any non-compliance with any such LawsGovernmental Authority notified Parent of its intention to conduct the same, except in the case of each of clauses (i) and (ii) for such instances investigations or reviews the outcome of non-compliance that, individually or in the aggregate, which have not had, been and would are not reasonably likely to be expected material to haveParent and the Parent Subsidiaries, taken as a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13whole. (b) TRMT Except as would not have a Parent Material Adverse Effect, since September 28, 2013, (i) Parent and its Affiliates, directors, officers and employees have complied in all material respects with the Fraud and Bribery Laws and (ii) neither Parent, any of the Parent Subsidiaries nor, to the Knowledge of Parent, any of Parent’s Affiliates, directors, officers, employees, agents or other representatives acting on Parent behalf have directly or indirectly, in each TRMT Subsidiary is case, in possession violation of all authorizationsany Fraud and Bribery Laws: (A) used any corporate funds for unlawful contributions, licensesgifts, permitsentertainment or other unlawful expenses relating to political activity, certificates(B) offered, approvalspromised, variancespaid or delivered any fee, exemptionscommission or other sum of money or item of value, ordershowever characterized, franchisesto any finder, certifications agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (C) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (D) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent of such customer or supplier, or (E) taken any action or made any omission in violation of any applicable Laws governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as would not have a Parent Material Adverse Effect, since November 1, 2013, none of Parent, any of the Parent Subsidiaries or, to the Knowledge of Parent, any of their respective directors, officers, employees or agents has violated any economic sanctions Laws. Since November 1, 2013, Parent and clearances of the Parent Subsidiaries have made no material voluntary disclosures to any Governmental Authority and accreditation and certification agenciesunder applicable economic sanctions Laws or export control Laws and, bodies to the Knowledge of Parent, have not been the subject of any material investigation or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, material inquiry by a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in Governmental Authority regarding compliance with the terms of such Laws or have been assessed any material fine or material penalty under such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectLaws.

Compliance with Laws; Permits. (a) Since Parent and its Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2022 have been, in compliance with all (A) Laws (including Environmental Applicable Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and Applicable Laws would not reasonably be expected to have, individually or in the aggregate, a TRMT Parent Material Adverse Effect. Since January 1, 2022, neither Parent nor any of Parent’s Subsidiaries has received any written notice from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, any Applicable Law, which has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries hold all Permits necessary for operation of the businesses of Parent and its Subsidiaries, except where the absence of any such Permit would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, there are no actions or proceedings pending or, to Parent’s knowledge, threatened which would reasonably be expected to result in the revocation or termination of any such Permit, except for any such revocation or termination that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) (i) Each of Parent and Parent’s Subsidiaries and, to the Parent’s knowledge, its and their respective directors and officers, is in compliance in all material respects with the provisions of SOX and the related rules and regulations promulgated thereunder or under the Exchange Act and (ii) Parent is in compliance in all material respects with the listing and corporate governance rules and regulations of the NYSE, in each case of the foregoing clauses (i) and (ii), as such provisions, rules and regulations are applicable to such Person.

Compliance with Laws; Permits. (a) Since The Parent Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2020, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, have a TRMT Parent Material Adverse Effect. Notwithstanding anything Since January 1, 2020, none of the Parent Companies has received any written communication from a Governmental Entity that alleges that any Parent Company is not in compliance with any material Law, except for such noncompliance, individually or in the aggregate, that has not had and would not reasonably be expected to the contrary in this Section 4.5(a)have, the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13a Parent Material Adverse Effect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Parent Companies, taken as a whole, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2020, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each TRMT Subsidiary is case, in possession violation of all authorizationsthe Fraud and Bribery (i) used any corporate funds for unlawful contributions, licensesgifts, permitsentertainment or other unlawful expenses relating to political activity, certificates(ii) offered, approvalspromised, variancespaid or delivered any fee, exemptionscommission or other sum of money or item of value, ordershowever characterized, franchisesto any finder, certifications and clearances agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any Governmental Authority and accreditation and certification agenciessuch customer or supplier, bodies for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other organizationsunlawful reciprocal practice, including building permits and certificates or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of occupancy any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) The Parent Companies have in effect all material Permits necessary for TRMT them to own, lease, operate or use their properties and each TRMT Subsidiary to own its assets or to carry on its respective business substantially their businesses as it is being conducted as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Parent Material Adverse Effect. All material Permits of the date hereof (“TRMT Permits”), and all such TRMT Permits Parent Companies are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with To the terms knowledge of any such TRMT PermitsParent, except where the failure to be in compliance with the terms of any such TRMT Permitsas, individually or in the aggregate, has not had, and would not reasonably be expected to havebe material and adverse to the Parent Companies, taken as a TRMT Material Adverse Effectwhole, each employee of any of the Parent Companies has in effect all material Permits necessary for such employee to carry on the business of the Parent Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) Since January 1Other than with respect to Taxes, 2018: (i) TRMT Plans and Environmental Laws, which are addressed solely in Sections 3.12, 3.17 and 3.22, respectively, the Companies and each TRMT Subsidiary has have complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundmaterial respects with, and (B) TRMT Permitsare not in any material violation of, any applicable Laws, including, but not limited to, federal, state, local and (ii) no noticeforeign Laws relating to the business operations and assets of the Companies or the Subsidiaries, charge or assertion has been received by TRMT or any TRMT Subsidiary orand, to the Knowledge knowledge of TRMTthe Companies, is threatened no claims have been filed against TRMT the Companies or any TRMT Subsidiary, Subsidiary alleging any non-compliance with a violation of any such LawsLaws in last four years. To the knowledge of the Companies, except in none of the case Companies or the Subsidiaries is relying on any exemption from or deferral of each of clauses (i) and (ii) for any such instances of non-compliance that, individually or in the aggregate, have not had, and applicable Law that would not reasonably be expected available to have, a TRMT Material Adverse Effect. Notwithstanding anything to it after the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Closing. (b) TRMT The Companies and each TRMT Subsidiary is in possession of all authorizationshave, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where all material licenses, approvals, permits and certificates, from federal, state and foreign authorities and all material licenses, approvals, permits and certificates from local authorities, in each case, necessary to conduct their respective business and own and operate their respective assets in all material respects (collectively, the failure to be in possession of, or “Permits“). A true and complete list of all material Permits is set forth under the failure to be valid or in full force and effect of, any such TRMT Permits, individually or caption referencing this Section 3.21 in the aggregate, has not had, Disclosure Schedule. The Companies and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT each Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not have conducted its business in compliance in all material respects with the terms and conditions of the Permits. (c) To the knowledge of the Companies, none of the Companies, the Subsidiaries any Person authorized to represent the Companies or any Subsidiary has offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer or supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in a position to assist or hinder the Companies or the Subsidiaries in connection with any actual or proposed transaction, other than payments required or permitted by the Laws of the applicable jurisdiction. (d) The Companies and the Subsidiaries have conducted their export transactions in accordance with applicable provisions of export control Laws, including, without limitation, any Laws relating to the export of technology. (e) Except in connection with any obligation of Parent or as filed and publicly available prior to the date hereof, none of the Companies or the Subsidiaries has and has not had in the past any legal obligation to file any form, report, schedule, statement, proxy statement or other document or information with the U.S. Securities and Exchange Commission (the “SEC”), and has not filed with the SEC any such TRMT Permitsform, except where the failure to be in compliance with the terms of any such TRMT Permitsreport, individually schedule, statement, proxy statement or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectother document or information.

Compliance with Laws; Permits. (a) Since The Business and each Acquired Entity is being conducted, and has at all times been conducted since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2014, in compliance with applicable Laws in all material respects. (Ab) Laws All material Permits required to conduct the Business as conducted on the date hereof are in the possession of Seller or another member of the Seller Group (including Environmental Lawsas applicable), are in full force and effect and Seller and other members of the Seller Group are operating in material compliance therewith. (c) applicable to TRMT The Business and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundeach Acquired Entity is, and since January 1, 2014 has been, conducted in compliance in all material respects with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations, the Arms Export Control Act and implementing International Traffic in Arms Regulations and the various economic sanctions laws administered by the Office of Foreign Assets Control (B) TRMT Permits, “OFAC”). Except as are not and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, would not reasonably be expected to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatbe, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything material to the contrary Business, there are no pending or, to the Knowledge of Seller, threatened claims or investigations by any Governmental Authority of potential violations against Seller or any member of the Seller Group (in this Section 4.5(a), each case solely with respect of the provisions of Section 4.5(a)(i)(ABusiness) and Section 4.5(a)(ii) shall not apply or against any Acquired Entity with respect to Laws addressed in Section 4.10, Section 4.11 and Section 4.13export activity or export licenses. (bd) TRMT Neither Seller nor any member of the Seller Group (in each case solely with respect to the Business), nor, to the Knowledge of Seller, any of their respective officers or directors (in each case solely with respect to the Business), nor any Acquired Entity nor, to the Knowledge of Seller, any of its officers or directors, (i) appears on the Specially Designated Nationals and each TRMT Subsidiary Blocked Persons List of OFAC, (ii) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in possession a country in which, transactions are prohibited by (A) United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, (B) the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of all authorizations2001, licenses(C) the United States Trading with the Enemy Act of 1917, permitsas amended, certificates(D) the United States International Emergency Economic Powers Act of 1977, approvalsas amended or (E) the foreign asset control regulations of the United States Department of the Treasury, variancesor (iii) has been convicted of or charged with a felony relating to money laundering. To the Knowledge of Seller, exemptionsnone of Seller, ordersany subsidiary of Seller, franchises, certifications and clearances any Acquired Entity or any of their respective officers or directors is under investigation by any Governmental Authority and accreditation and certification agenciesfor money laundering in connection with the Business. (e) Since January 1, bodies 2014, neither Seller nor any member of the Seller Group (in each case solely with respect to the Business) nor, to the Knowledge of Seller, any of their respective officers, directors, agents, employees, representatives, distributors, sales intermediaries or other organizations, including building permits and certificates Persons acting at the direction of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets Seller or to carry on its respective business substantially as it is being conducted as any member of the date hereof Seller Group (“TRMT Permits”in each case solely with respect to the Business), and all such TRMT Permits are valid and in full force and effectnor any of the Acquired Entities, except where any of their respective officers or directors, nor, to the failure Knowledge of Seller, any of their respective employees, agents, representatives, distributors, sales intermediaries or other third parties acting on behalf of the Acquired Entities, nor to the Knowledge of Seller, any of the Continuing Employees, has, directly or indirectly, taken any action which would cause it to be in possession ofviolation of the Foreign Corrupt Practices Act of 1977 or any rules or regulations thereunder, the United Kingdom Bribery Act of 2010, Organization of Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any similar anti-corruption or anti-bribery Laws applicable to the Company or its Subsidiaries (collectively, “Anti-Corruption Laws”). Since January 1, 2014, neither Seller nor any member of the Seller Group (in each case solely with respect to the Business), nor, to the Knowledge of Seller, any other entity under their control (in each case solely with respect to the Business), nor any Acquired Entity has conducted an internal investigation, or, to the Knowledge of Seller, been informally or formally investigated, charged, or the failure prosecuted, for conduct related to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectapplicable Anti-Corruption Laws.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The Company and each TRMT Subsidiary has and each of their respective officers, directors, agents and employees have complied and is in compliance all material respects with all (A) Laws (including Environmental Laws) applicable laws, including, but not limited to, federal, state, local and foreign laws pertaining to TRMT product labeling, consumer products safety, equal employment opportunity, immigration, employee retirement, affirmative action and any TRMT Subsidiary other hiring practices, occupational safety and health, workers’ compensation, unemployment and building and zoning codes, pertaining to the business, the assets of the Company or by the Subsidiaries or the Real Property and to which any asset of TRMT the Company or the Subsidiaries may be subject and no claims have been filed against the Company or any TRMT Subsidiary alleging a violation of any such laws. Neither the Company nor any Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge relying on any exemption from or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge deferral of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and applicable law that would not reasonably be expected available to have, a TRMT Material Adverse Effect. Notwithstanding anything to it immediately after the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Closing. (b) TRMT The Company and each TRMT Subsidiary is in possession of all authorizationshave, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where all material licenses, approvals, permits and certificates, from federal, state and foreign authorities and all material licenses, approvals, permits and certificates from local authorities, in each case, necessary to conduct their respective business and own and operate their respective assets in all material respects (collectively, the failure “Permits”). The Company and each Subsidiary have conducted their business in material compliance with all material terms and conditions of the Permits. (c) Neither the Company, any Subsidiary nor to be the Company’s knowledge any Person representing the Company or any Subsidiary has offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in possession of, a position to assist or hinder the Company or the failure to be valid Subsidiaries in connection with any actual or in full force and effect ofproposed transaction, other than payments required or permitted by the laws of the applicable jurisdiction; provided, however, that any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not payments shall have been in compliance with the terms U.S. Foreign Corrupt Practices Act. (d) The Company and the Subsidiaries have conducted their export transactions in accordance with applicable provisions of export control laws, including any laws relating to the export of technology. (e) Neither the Company nor any Subsidiary has and, neither has had in the past, any legal obligation to file any form, report, schedule, statement, proxy statement or other document or information with the SEC, and has not filed with the SEC any such TRMT Permitsform, except where the failure to be in compliance with the terms of any such TRMT Permitsreport, individually schedule, statement, proxy statement or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectother document or information.

Compliance with Laws; Permits. (a) Since The Parent and each of its Subsidiaries (i) are, and since the later of January 1, 2018: (i) TRMT 2017 and each TRMT Subsidiary has complied and is their respective dates of formation or organization have been, in compliance in all material respects with all (A) Laws (including Environmental Laws) and are not in material default under or in material violation of any applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT PermitsLaw, and (ii) no noticesince January 1, charge 2017 have not received written notice of any material violation of Law from any Governmental Entity. (b) Neither the Parent, nor any of its Subsidiaries, nor any of their directors or assertion has been received by TRMT officers or any TRMT Subsidiary or, to other Persons acting on behalf of the Knowledge of TRMT, is threatened against TRMT Parent or any TRMT Subsidiaryof its Subsidiaries has, alleging any non-compliance in connection with any such Lawsthe operation of their respective businesses, except in the case of each of clauses (i) and used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of any applicable foreign, federal or state Law, or (ii) for paid, accepted or received any unlawful contributions, payments, expenditures or gifts. (c) Parent has no licenses, permits and certificates from federal, state, local and foreign authorities (including, without limitation, federal and state agencies regulating occupational health and safety), and none are necessary to its operations and business, other than as set forth on Section 5.10 of the Parent Disclosure Schedule. (d) (i) The Parent and its Subsidiaries are in possession of all material Permits except where the failure to have such instances of non-compliance that, individually or Permits in the aggregate, have not had, and aggregate would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything Effect on the Parent or its Subsidiaries; (ii) to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as Knowledge of the date hereof (“TRMT Permits”)Parent, and all such TRMT Permits of the Parent are valid and in full force and effect; (iii) to the Knowledge of the Parent, except where no suspension or cancellation of any of the failure to be Permits of the Parent is pending or threatened; (iv) the Parent and its Subsidiaries are not, and since January 1, 2017 have not been, in possession material violation or breach of, or the failure to be valid or in full force and effect ofmaterial default under, any such TRMT Permits, individually Permit; and (v) no event or in the aggregate, condition has not had, and occurred or exists which would not reasonably be expected to haveresult in a material violation of, material breach of or loss of a TRMT Material Adverse Effect. Neither TRMT nor material benefit under, any TRMT Subsidiary has received any written claim Permit (in each case, with or without notice that TRMT or any TRMT Subsidiary lapse of time or both). (e) The representations and warranties set forth in this Section 5.10 shall not apply to Environmental Law (which is currently not in compliance with the terms subject of any such TRMT Permits, except where Section 5.11) or Laws relating to Taxes (which are the failure to be in compliance with the terms subject of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectSection 5.16).

Compliance with Laws; Permits. (a) Since January 1All activities of the Transferred Companies and their Subsidiaries and the officers, 2018: directors, agents and employees of the Transferred Companies and their Subsidiaries (iwhile acting in the course of performing their duties on behalf of the Transferred Companies and their Subsidiaries) TRMT have been, and are currently being, conducted in compliance in all material respects with all applicable Laws and Permits. To the Knowledge of Sellers, none of the Transferred Companies or their Subsidiaries are under investigation with respect to any violation of any applicable Law, and, to the Knowledge of Sellers, there are no facts or circumstances which would reasonably form the basis for any such violation. H:836720 37 (b) Each Transferred Company and its Subsidiaries and their respective officers, directors, agents and employees have had and have, in full force and effect, all Permits necessary to conduct its business and own, lease and operate its properties. A true, correct and complete list of all Permits held by each TRMT Subsidiary has complied Transferred Company and its Subsidiaries is set forth in Section 3.20(b) of the Disclosure Schedule. Each Transferred Company and its Subsidiaries have conducted their business in material compliance with all (A) Laws (including Environmental Laws) applicable to TRMT terms and conditions of the Permits. No suspension, revocation or cancellation of any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary the Permits is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary pending or, to the Knowledge of TRMTSellers, is threatened against TRMT threatened. (c) None of the Sellers, the Transferred Companies and the Subsidiaries nor, to the Knowledge of Sellers, any of their respective directors, officers, employees, agents or any TRMT Subsidiaryother representatives, alleging any non-compliance with any such Laws, except in the case of each of clauses has (i) and offered, authorized, promised, made or agreed to make gifts of money, other property, other value or similar benefits or contributions (other than incidental gifts or articles of nominal value) to any actual or potential customer, governmental employee or other Person in a position to assist or hinder any Transferred Company or their Subsidiaries in connection with any actual or proposed transaction or to any political party, political party official or candidate for foreign, federal, state or local public office, in each case, in violation of any Law or (ii) for such instances of non-compliance that, individually maintained any unrecorded fund or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances asset of any Governmental Authority and accreditation and certification agencies, bodies Transferred Company or other organizations, including building permits and certificates of occupancy necessary its Subsidiaries for TRMT and each TRMT Subsidiary to own its assets any improper purpose or to carry made any false entries on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), books and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, records for any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectreason.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatExcept as would not, individually or in the aggregate, have not hadresult in a Material Adverse Effect on CT, CT and each of its Subsidiaries are, and would not reasonably be expected to havehave been since January 1, a TRMT Material Adverse Effect2009, in compliance, with all applicable Laws. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of No investigation or review by any Governmental Authority and accreditation and certification agencieswith respect to CT or any of its Subsidiaries is pending or, bodies or other organizationsto the Knowledge of CT, including building permits and certificates threatened, nor to the Knowledge of occupancy necessary for TRMT and each TRMT Subsidiary CT, has any Governmental Authority indicated an intention to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, conduct any such TRMT Permitsinvestigation or review with respect to non-compliance of such Laws that would, individually or in the aggregate, has not had, and would not reasonably be expected to have, result in a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT PermitsEffect on CT. (b) Except as would not, individually or in the aggregate, has not hadresult in a Material Adverse Effect on CT, CT and its Subsidiaries hold all Permits that are necessary for the lawful conduct of their respective businesses or ownership of their respective assets and properties, and all such Permits are in full force and effect. Each of CT and its Subsidiaries is in material compliance with all such Permits, and no such Permits are subject to any pending or, to the Knowledge of CT, threatened revocation, withdrawal, suspension, cancellation, termination or modification Proceeding. (c) None of CT or any of its Subsidiaries or any of their respective directors, officers, agents, employees or other Persons (in their capacities as such) that act for or on behalf of CT or any of its Subsidiaries has (i) made any bribe, rebate, payoff, influence payment, kickback or other payment that would not reasonably be expected unlawful under any applicable Law or (ii) without limiting the foregoing, offered, paid, promised to havepay or offered, a TRMT Material Adverse Effectgiven, promised to give or authorized the giving of anything of value to any Person acting in an official capacity for any Governmental Authority for the purpose of influencing any act or decision of such government official, securing any improper advantage or inducing such government official to assist CT or any of its Subsidiaries in obtaining or retaining business for or with, or in directing business to, any Person.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Schedule 4.14, 2018: (i) TRMT the Company and each TRMT Subsidiary has complied and of its Subsidiaries is in compliance in all material respects with all (A) material Laws (including Environmental Laws) applicable to TRMT and their respective businesses or operations as presently conducted. During the three (3) years preceding the date hereof, neither the Company nor any TRMT Subsidiary of its Subsidiaries has received any written notice of or by which any asset been charged with a material violation of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary its Subsidiaries currently have all material Permits that are required for the operation of their respective businesses as presently conducted. Neither the Company nor any of its Subsidiaries is in possession material default or violation (and no event has occurred that, with notice or the lapse of all authorizationstime or both, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances would constitute a material default or violation) of any Governmental Authority term, condition or provision of any Permit to which it is a party. (c) None of the Company, its Subsidiaries, their Affiliates or agents have provided or promised, whether directly or indirectly, anything of value (i) to or for the use or benefit of any Government Official, (ii) to any other Person either as an advance or reimbursement for providing or agreeing to provide anything of value to any Government Official, or (iii) to any other Person, in any such case to improperly obtain or retain business, or to secure any other improper business advantage, in violation of the Anti-Corruption Laws. (d) Except as has otherwise been disclosed on Schedule 4.14, none of the Company, its Subsidiaries, their Affiliates or agents is currently a Government Official, and accreditation no Government Official presently owns a majority interest, whether direct or indirect, in the Company or its Subsidiaries or has any legal or beneficial interest in the consideration to be paid according to this Agreement. (e) The operations of the Company and certification agencies, bodies or other organizationsits Subsidiaries are being conducted in compliance with applicable financial recordkeeping and reporting requirements of applicable Anti-Corruption Laws and money laundering-related Laws, including building permits and certificates without limitation the U.S.A. Patriot Act of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as 2001. (f) None of the date hereof (“TRMT Permits”)Company, its Subsidiaries, their Affiliates or agents, is a Restricted Party, and all such TRMT Permits none of the Company nor its Subsidiaries are valid and making nor, during the last two (2) years, have made any sales, whether directly or, to the Company’s Knowledge, indirectly to, or engaged in full force and effect, except where business activities with or for the failure to be in possession benefit of, and will not use any amounts payable under this Agreement for the purposes of financing or facilitating the failure to be valid or in full force and effect activities of, any such TRMT Permits, individually Restricted Party or in the aggregate, has not had, and any other manner that would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or result in the aggregateCompany, has not hadits Subsidiaries, and would not reasonably be expected to have, a TRMT Material Adverse Effector Parent breaching or violating any Sanctions.

Compliance with Laws; Permits. (a) Since Parent and each of its Subsidiaries (including with respect to its ownership and operation of the Parent Assets) is, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary 2021, has complied and is been, in compliance with all (A) Laws (including Environmental applicable Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any except where non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has not hadreceived, and since January 1, 2021, a written notice of any violation in any respect of any applicable Law, except for such violations that would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2021, neither Parent nor any of its Subsidiaries has not hadreceived written notice that it is under investigation by any Governmental Entity for potential non-compliance with any Law, and except for such investigation that would not reasonably be expected to have, individually or in the aggregate, a TRMT Parent Material Adverse Effect. (b) Neither Parent nor any of its Subsidiaries, or, to Parent’s knowledge, any of their respective Representatives: (i) has directly or indirectly (x) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (y) made any unlawful payment to any official or employee of a Governmental Entity or (z) violated or is in violation of any applicable Anti-Corruption Law; (ii) has been, or is, a Sanctioned Person; (iii) has transacted any business with or for the benefit of any Sanctioned Person or violated applicable Sanctions; or (iv) has violated applicable Ex-Im Laws. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries have the Permits required for the ownership and operation of the Parent Assets as presently owned and operated by it, and each Permit is in full force and effect and has been duly and validly issued, (ii) the execution and delivery of this Agreement and the consummation of the Transactions will not result in any revocation, cancellation, suspension or modification of any Permit, (iii) there is no outstanding violation of any such Permit by Parent or any of its Subsidiaries, (iv) neither Parent nor any of its Subsidiaries has received any written notice of any violation of any Permit in connection with the use, ownership and/or operation of the Parent Assets that has not been resolved to the satisfaction of the relevant Governmental Entity, and (v) there are no Proceedings pending or, to Parent’s knowledge, threatened in writing that might result in any adverse modification, revocation, termination or suspension of any Permit or which would require any corrective or remedial action by Parent or any of its Subsidiaries.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries (including with respect to its ownership and operation of the Company Assets) is, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary 2021, has complied and is been, in compliance with all (A) Laws (including Environmental applicable Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any except where non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has not hadreceived, and since January 1, 2021, a written notice of any violation in any respect of any applicable Law, except for such violations that would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2021, neither the Company nor any of its Subsidiaries has not hadreceived written notice that it is under investigation by any Governmental Entity for potential non-compliance with any Law, and except for such investigation that would not reasonably be expected to have, individually or in the aggregate, a TRMT Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries, or, to the Company’s knowledge, any of their respective Representatives: (i) has directly or indirectly (x) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (y) made any unlawful payment to any official or employee of a Governmental Entity or (z) violated or is in violation of any applicable Anti-Corruption Law; (ii) has been, or is, a Sanctioned Person; (iii) has transacted any business with or for the benefit of any Sanctioned Person or violated applicable Sanctions; or (iv) has violated applicable Ex-Im Laws. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and its Subsidiaries have the Permits required for the ownership and operation of the Company Assets as presently owned and operated by it, and each Permit is in full force and effect and has been duly and validly issued, (ii) the execution and delivery of this Agreement and the consummation of the Transactions will not result in any revocation, cancellation, suspension or modification of any Permit, (iii) there is no outstanding violation of any such Permit by the Company or any of its Subsidiaries, (iv) neither the Company nor any of its Subsidiaries has received any written notice of any violation of any Permit in connection with the use, ownership and/or operation of the Company Assets that has not been resolved to the satisfaction of the relevant Governmental Entity, and (v) there are no Proceedings pending or, to Company’s knowledge, threatened in writing that might result in any adverse modification, revocation, termination or suspension of any Permit or which would require any corrective or remedial action by the Company or any of its Subsidiaries.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2023 have been, in compliance with all (Ai) Laws state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (including Environmental “Laws”) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no noticeJudgments, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the each case of each of clauses (i) and (ii) for such instances ), that are applicable to the Company or any of non-compliance thatits Subsidiaries, except as would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”).None of the Company, any of its Subsidiaries or any director, officer, or, to the Company’s Knowledge, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries within the last five (5) years has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five (5) years has been, in material compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) His Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”).None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea (each a “Restricted Country”), in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws. (g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly, or Knowingly, indirectly fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (h) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) Since (i) The Acquired Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2020, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their businesses, activities, assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect and (ii) since January 1, 2020, none of the Acquired Companies has received any written communication from a Governmental Entity that alleges that any Acquired Company is not in compliance with any Law, except for such noncompliance, individually or in the aggregate, that has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Notwithstanding anything To the knowledge of the Company, except for routine audits or inspections, no investigation by any Governmental Entity with respect to the contrary Company or any of its Subsidiaries is pending, nor has any Governmental Entity indicated to the Company or any of its Subsidiaries in this Section 4.5(a)writing an intention to conduct any such investigation, except for such investigations the provisions outcomes of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall which, individually or in the aggregate, has not apply had or would not reasonably be expected to Laws addressed in Section 4.10, Section 4.11 and Section 4.13have a Company Material Adverse Effect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and each TRMT Subsidiary is their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2019, have been in, compliance in possession all material respects with the U.S. Foreign Corrupt Practices Act of all authorizations1977, licensesas amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), permitsand any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, certificates, approvals, variances, exemptions, orders, franchises, certifications the “Fraud and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT PermitsBribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of any applicable law governing or relating to corrupt practices or money laundering. (c) Except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all such TRMT times within the past five (5) years, have been in, compliance with applicable Sanctions and Export Control Laws. Without limiting the foregoing, except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, there are no pending or threatened claims or investigations by any Governmental Entity against or involving any of the Acquired Companies with respect to any actual or alleged violations of Export Control Laws or Sanctions. (d) None of the Acquired Companies nor any of their directors, officers, or employees, or any other Persons acting for or on behalf of any of the foregoing, is or has been within the past five (5) years (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under the Export Control Laws; or (iii) engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Person or a person subject to debarment or any list-based designations under the Export Control Laws (except as set forth in Section 3.10(d) of the Company Disclosure Letter). (e) The Company has implemented and maintains policies and procedures to promote compliance with Sanctions Laws and Export Control Laws. (f) The Acquired Companies have in effect all material permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, have not or would not reasonably be expected to have a Company Material Adverse Effect. All material Permits of the Acquired Companies are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim To the knowledge of the Company, except as, individually or notice that TRMT or any TRMT Subsidiary is currently the in aggregate, would not in compliance with reasonably be expected to be material and adverse to the terms Acquired Companies, taken as a whole, each employee of any of the Acquired Companies has in effect all material Permits necessary for such TRMT Permits, except where employee to carry on the failure to be in compliance with business of the terms of any Acquired Companies as now conducted by such TRMT Permitsemployee. Except as has not had or would not, individually or in the aggregate, has not had, and would not reasonably be expected to haveresult in a material liability to the Acquired Companies, taken as a TRMT Material Adverse Effectwhole, (i) no Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2019, (ii) neither the Company nor any of its Subsidiaries is in default or violation, in any respect, of any of the Company Permits and (iii) since January 1, 2020, neither the Company nor any Company Subsidiary has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii).

Compliance with Laws; Permits. (a) Since Except as disclosed in Section 3.8(a) of the Company Disclosure Schedule, each Covered Entity (i) is, and since the later of January 1, 2018: (i) TRMT 2008 and each TRMT Subsidiary its respective date of formation or organization has complied and is been, in compliance in all material respects with all and are not in material default under or in material violation of any federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement having the force of law or any undertaking to or agreement with any Governmental Entity, including common law (A) Laws (including Environmental collectively, “Laws” and each, a “Law”) applicable to TRMT and any TRMT Subsidiary such Covered Entity or its respective businesses or by which any property or asset of TRMT or any TRMT Subsidiary a Covered Entity is bound, and (B) TRMT Permits, and (ii) no noticesince January 1, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate2008, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions received written notice of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13any material violation of Law from any Governmental Entity. (b) TRMT No Covered Entity or any of its directors or officers or any other Persons acting on its behalf has, directly or indirectly, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of any applicable foreign, federal or state Law or (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts. (i) Section 3.8(c) of the Company Disclosure Schedule sets forth a true and each TRMT Subsidiary is in possession complete list of all material franchises, tariffs, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptionsexceptions, ordersconsents, franchisescertificates, certifications approvals and clearances orders of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Entity necessary for TRMT the Covered Entities to own, lease and each TRMT Subsidiary to own its operate their properties and assets or to carry on their material lines of business (including, without limitation, the servicing activities by the Company and its respective business substantially Subsidiaries pursuant to any Securitization Instrument) as it is they are now being conducted as of (the date hereof (“TRMT Company Permits”), and ; (ii) the Covered Entities are in possession of all such TRMT Company Permits; (iii) all Company Permits are valid and are in full force and effect; (iv) to the Knowledge of the Company, except where no suspension, cancellation or non-renewal of any of the failure to be Company Permits is pending or threatened; (v) the Covered Entities are not, and since January 1, 2008 have not been, in possession material violation or breach of, or the failure to be valid or in full force material Agreement and effect ofPlan of Merger default under, any such TRMT PermitsCompany Permit, individually or and neither the Company nor any of its Subsidiaries have been notified in writing that any Company Permit may not in the aggregateordinary course be renewed upon its expiration or that, by virtue of the transactions contemplated by this Agreement, any Company Permit may be terminated or materially amended or not be granted or renewed; and (vi) no event or condition has not had, and occurred or exists which would not reasonably be expected to haveresult in a material violation of, material breach of, loss of a TRMT Material Adverse Effect. Neither TRMT nor material benefit under or non-renewal of, any TRMT Subsidiary has received any written claim Company Permit (in each case, with or without notice that TRMT or any TRMT Subsidiary lapse of time or both). (d) The representations and warranties set forth in this Section 3.8 shall not apply to Environmental Law (which is currently not in compliance with the terms subject of any such TRMT PermitsSection 3.9), except where ERISA (which is the failure subject of Section 3.10), Laws relating to be in compliance with Taxes (which are the terms subject of any such TRMT PermitsSection 3.15), individually or in VOI Laws (which are the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectsubject of Section 3.21).

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries is and, since June 30, 2014, has been in compliance with the Laws and Orders applicable to each of the Company and its Subsidiaries, in each case except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1June 30, 2018: 2014, neither the Company nor any of its Subsidiaries has received any notices of violation with respect to any Laws applicable to it, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) In furtherance and not in limitation of the foregoing: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all the last five (A5) Laws (including Environmental Laws) applicable to TRMT and years, neither the Company nor any TRMT Subsidiary or by which any asset of TRMT its Subsidiaries or any TRMT Subsidiary is boundof their respective directors officers, and or employees (B) TRMT Permitsin each case acting in their capacity as such), and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge Company’s knowledge, any of TRMTits or their agents or representatives acting on their behalf or for their benefit, have paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any government official, government employee (including an employee of a state-owned or -controlled entity), political party, political party official, candidate for public office, officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure an improper advantage in order to obtain or retain business; neither the Company nor any of its Subsidiaries has violated any applicable Anti-Corruption Law; the Company and its Subsidiaries have implemented and maintain internal controls reasonably designed to prevent and detect such violations; the Company and its Subsidiaries have maintained such books and records as are required pursuant to applicable Anti-Corruption Laws; and the Company and its Subsidiaries have not Table of Contents violated any applicable Anti-Corruption Law. In the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or -controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any Anti-Corruption Law applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred; and (ii) the operations of the Company and its Subsidiaries are, and for the last five (5) years, have been, conducted in material compliance with all applicable financial recordkeeping and reporting requirements and anti-money laundering Laws. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any applicable financial recordkeeping and reporting requirements and anti-money laundering Laws applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred. (c) Neither the Company nor its Subsidiaries manufacture, sell, export, or possess any equipment, products, software, systems, or technical data that are controlled under the International Traffic in Arms Regulations (22 C.F.R. §§ 120–130) or the Export Administration Regulations (15 C.F.R. §§ 730–774), except for items that are properly classified under EAR99. Neither the Company nor its Subsidiaries nor any of their directors, officers, or employees, is threatened against TRMT a person that is designated on, or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses is owned or controlled by a person that is designated on (i) any list of sanctioned parties maintained by the United States, the United Kingdom, or the European Union, including the list of Specially Designated Nationals and Blocked Persons maintained by the United States’ Department of the Treasury’s Office of Foreign Asset Control; or (ii) located, organized or resident in a country or territory that is the subject of comprehensive sanctions imposed by the United States, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of the Ukraine). For the last five (5) years, neither the Company nor its Subsidiaries have engaged in any transaction involving any such designated person or any country or territory subject to comprehensive sanctions imposed by the United States, European Union or United Kingdom. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any export controls or sanctions laws applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred. (d) Except as would not have or reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in possession of all material franchises, tariffs, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, waivers, exemptions and other permits of any Governmental Authority and third party (“Permits”) necessary for such instances 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”), (ii) each Company Permit is in full force and effect, and (iii) neither the Company nor any of non-compliance thatits Subsidiaries is, or since June 30, 2014 has been, in conflict with or default or violation of any of the Company Permits. Except as would not, individually or in the aggregate, have not had, and would not or reasonably be expected to have, have a TRMT Company Material Adverse Effect. Notwithstanding anything , (A) no termination, revocation, suspension, modification or cancellation of any of the Company Permits is pending or, to the contrary knowledge of the Company, threatened and (B) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to (x) terminate, suspend, revoke, cancel, withdraw or modify in this Section 4.5(a), an adverse manner any of the provisions Company Permits or (y) give any notice of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances the intention of any Governmental Authority and accreditation and certification agenciesto impose any civil penalty on the Company or any of its Subsidiaries as a result of any deviation from the term of any Permit, bodies Law or Order. Table of Contents (e) No customer or other organizationsuser has been provided any service, including building permits and certificates of occupancy necessary for TRMT no business or revenue has been generated, under the Section 214 Authorizations. (f) (i) The Company and each TRMT Subsidiary to own its assets Subsidiaries have all Company Permits issued or to carry on its respective business substantially as it is being conducted as granted by any Governmental Authority regulating telecommunications businesses (“Telecom Licenses”) and Section 3.5(f)(i) of the date hereof Company Disclosure Letter sets forth a true and complete list of all Telecom Licenses and (ii) Section 3.5(f)(ii) of the Company Disclosure Letter sets forth a true and complete list of any Governmental Consents necessary in connection with the consummation of the Transactions with respect to the Telecom Licenses (such Governmental Consents, whether or not listed on Section 3.5(f)(ii) of the Company Disclosure Letter, the “TRMT PermitsTelecom Consents”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT The Company and each TRMT Subsidiary of its Subsidiaries is, and for the past three (3) years has complied and is been, in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is boundwith, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMTthe Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such LawsApplicable Law, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually failures to comply or in the aggregate, have not had, and violations that would not reasonably be expected to have, individually or in the aggregate, a TRMT Company Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary Except as would not reasonably be expected to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitsbe, individually or in the aggregate, has not hadmaterial to the Company and its Subsidiaries taken as a whole, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT neither the Company nor any TRMT Subsidiary has received of its Subsidiaries, nor any written claim of their respective officers, directors or notice that TRMT employees, nor to the Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any TRMT Subsidiary of its Subsidiaries, is currently not currently, or has been in compliance the last three (3) years: (i) a Sanctioned Person, (ii) organized, resident or located in a Sanctioned Country, or (iii) engaging in any dealings or transactions with or for the terms benefit of any such TRMT PermitsSanctioned Person or in any Sanctioned Country. (c) Neither the Company nor any of its Subsidiaries, except where nor any of their respective officers, directors or employees, nor to the failure Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any of its Subsidiaries, has, in the last three (3) years made any unlawful payment or given, offered, promised, or authorized or agreed to be give, any money or thing of value, directly or indirectly, to any Government Official or other Person in compliance with the terms material violation of any such TRMT Permitsapplicable Anti-Corruption Laws. (d) During the three (3) years prior to the date hereof, individually neither the Company nor any of its Subsidiaries has, in connection with or in relating to the aggregatebusiness of the Company or any of its Subsidiaries, has not hadreceived from any Governmental Authority or any other Person any notice, and would not reasonably be expected inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to have, a TRMT Material Adverse EffectGovernmental Authority; or conducted any internal investigation or audit concerning any actual or potential material violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws.

Compliance with Laws; Permits. (a) Since January 1Seller is and has been since May 25, 2018: (i) TRMT and each TRMT Subsidiary has complied and is , in compliance in all material respects with all (A) Laws (including Environmental Laws) and Governmental Orders applicable to TRMT the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets. Except as set forth on Section 4.15(a) of the Disclosure Schedules, since May 25, 2018, Seller has not received any TRMT Subsidiary written notice or by which other written communication from any asset of TRMT Governmental Authority or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge other person regarding any actual or assertion has been received by TRMT alleged violation of or any TRMT Subsidiary or, failure to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance comply with any term or requirement of any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually Law or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Governmental Order. (b) TRMT and each TRMT Subsidiary Neither the Seller nor, to the Seller’s Knowledge, any director, officer, agent, employee or other person acting on behalf of the Seller has (i) used any company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political activity; (ii) made any direct or indirect unlawful payment to any government official or employee from company funds; (iii) violated or is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances violation of any Governmental Authority and accreditation and certification agenciesprovision of the Foreign Corrupt Practices Act of 1977; (iv) made any bribe, bodies rebate, payoff, influence payment, kickback or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary unlawful payment; or (v) made any payment to own its assets any customer or to carry on its respective business substantially as it is being conducted as supplier of the date hereof Seller or any officer, director, partner, employee or agent of any such customer or supplier for an unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, in respect of the Business. (c) Neither the Seller nor, to the Seller’s Knowledge, any director, officer, agent, employee or other person acting on behalf of the Seller has engaged in any financial transactions in order to conceal the identity, source or destination of the proceeds from any category of offenses designated by the Financial Action Task Force on Money Laundering’s “TRMT Permits”)The Forty Recommendations” of June 20, 2003 in violation of the laws or regulations of the United States or any state in which the Seller does business. (d) All Business Permits required for Seller to conduct the Business as currently conducted or for the ownership and all such TRMT Permits use of the Purchased Assets have been obtained by Seller and are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, force. Seller has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or from any TRMT Subsidiary is currently not in compliance with the terms Governmental Authority of any such TRMT Permits, except where the failure to be in compliance with the terms violation of any such TRMT applicable Legal Requirements that remains unresolved. The execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not result in suspension, revocation, impairment, forfeiture, or nonrenewal of any Business Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT LIVK and each TRMT Subsidiary has complied of LIVK’s officers, directors and is employees are, and since its date of formation have been, in compliance with all Applicable Laws in all material respects, except as would not reasonable be expected to have a LIVK Material Adverse Effect. Since LIVK’s date of formation, (i) LIVK has not been subjected to, or received any notification from, any Governmental Authority of a violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged violation of any Applicable Law, (ii) to the knowledge of LIVK, no claims have been filed against LIVK with any Governmental Authority alleging any material failure by LIVK to comply with any Law to which it is subject, and (iii) LIVK has not made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Law. (b) Neither LIVK, nor any of LIVK’s respective officers, directors or employees, nor, to the knowledge of LIVK, any of LIVK’s other agents, representatives or other persons acting on its behalf (i) has offered, promised, given or authorized the giving of money or anything else of value, whether directly or through another person or entity, to (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary Government Official or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permitsany other Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official, in each of cases ‎(A) and ‎(B) for the purpose of influencing any action or decision of the Government Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Government Official to use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage; or (ii) has or will make or authorize any other person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business. (c) LIVK has maintained and currently maintains (i) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of LIVK, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of LIVK were, have been and are executed only in accordance with management’s general or specific authorization. (d) To the knowledge of LIVK, none of LIVK’s respective beneficial owners, officers, directors or employees is or was a Government Official or a close family member of a Government Official. (e) To the knowledge of LIVK, no noticeGovernmental Authority is investigating or has in the past five (5) years conducted, charge initiated or assertion threatened any investigation of LIVK, or LIVK’s respective officers, directors or employees for alleged violation of Anti- Corruption Laws in connection with activities relating to LIVK. (f) LIVK has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “LIVK Permits”), except where the failure to have such LIVK Permits would be material to LIVK, taken as a whole. As of the date hereof, (i) each LIVK Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any LIVK Permit has been received by TRMT or any TRMT Subsidiary LIVK, (iii) there are no Actions pending or, to the Knowledge knowledge of TRMTLIVK, is threatened against TRMT threatened, that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any TRMT SubsidiaryLIVK Permit, alleging any non-(iv) LIVK is, and has been since its formation, in compliance with all material LIVK Permits applicable to LIVK and no condition exists that with notice or lapse of time or both would constitute a default under such LIVK Permits, in each case, except as would not be material to LIVK, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any LIVK Permit, except for any such Lawsrevocation, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatmodification or cancellation that would not reasonably be expected to be, individually or in the aggregate, have not hadmaterial to LIVK, and would not reasonably be expected to have, taken as a TRMT Material Adverse Effectwhole. Notwithstanding anything to ‎Section 6.13(b) of the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession LIVK Disclosure Schedule contains a complete list of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT material LIVK Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries is and, since June 30, 2014, has been in compliance with the Laws and Orders applicable to each of the Company and its Subsidiaries, in each case except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1June 30, 2018: 2014, neither the Company nor any of its Subsidiaries has received any notices of violation with respect to any Laws applicable to it, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) In furtherance and not in limitation of the foregoing: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all the last five (A5) Laws (including Environmental Laws) applicable to TRMT and years, neither the Company nor any TRMT Subsidiary or by which any asset of TRMT its Subsidiaries or any TRMT Subsidiary is boundof their respective directors officers, and or employees (B) TRMT Permitsin each case acting in their capacity as such), and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge Company’s knowledge, any of TRMTits or their agents or representatives acting on their behalf or for their benefit, have paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any government official, government employee (including an employee of a state-owned or -controlled entity), political party, political party official, candidate for public office, officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure an improper advantage in order to obtain or retain business; neither the Company nor any of its Subsidiaries has violated any applicable Anti-Corruption Law; the Company and its Subsidiaries have implemented and maintain internal controls reasonably designed to prevent and detect such violations; the Company and its Subsidiaries have maintained such books and records as are required pursuant to applicable Anti-Corruption Laws; and the Company and its Subsidiaries have not violated any applicable Anti-Corruption Law. In the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or -controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any Anti-Corruption Law applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred; and (ii) the operations of the Company and its Subsidiaries are, and for the last five (5) years, have been, conducted in material compliance with all applicable financial recordkeeping and reporting requirements and anti-money laundering Laws. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any applicable financial recordkeeping and reporting requirements and anti-money laundering Laws applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred. (c) Neither the Company nor its Subsidiaries manufacture, sell, export, or possess any equipment, products, software, systems, or technical data that are controlled under the International Traffic in Arms Regulations (22 C.F.R. §§ 120–130) or the Export Administration Regulations (15 C.F.R. §§ 730–774), except for items that are properly classified under EAR99. Neither the Company nor its Subsidiaries nor any of their directors, officers, or employees, is threatened against TRMT a person that is designated on, or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses is owned or controlled by a person that is designated on (i) any list of sanctioned parties maintained by the United States, the United Kingdom, or the European Union, including the list of Specially Designated Nationals and Blocked Persons maintained by the United States’ Department of the Treasury’s Office of Foreign Asset Control; or (ii) located, organized or resident in a country or territory that is the subject of comprehensive sanctions imposed by the United States, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of the Ukraine). For the last five (5) years, neither the Company nor its Subsidiaries have engaged in any transaction involving any such designated person or any country or territory subject to comprehensive sanctions imposed by the United States, European Union or United Kingdom. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any export controls or sanctions laws applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred. (d) Except as would not have or reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in possession of all material franchises, tariffs, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, waivers, exemptions and other permits of any Governmental Authority and third party (“Permits”) necessary for such instances 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”), (ii) each Company Permit is in full force and effect, and (iii) neither the Company nor any of non-compliance thatits Subsidiaries is, or since June 30, 2014 has been, in conflict with or default or violation of any of the Company Permits. Except as would not, individually or in the aggregate, have not had, and would not or reasonably be expected to have, have a TRMT Company Material Adverse Effect. Notwithstanding anything , (A) no termination, revocation, suspension, modification or cancellation of any of the Company Permits is pending or, to the contrary knowledge of the Company, threatened and (B) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to (x) terminate, suspend, revoke, cancel, withdraw or modify in this Section 4.5(a), an adverse manner any of the provisions Company Permits or (y) give any notice of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances the intention of any Governmental Authority and accreditation and certification agenciesto impose any civil penalty on the Company or any of its Subsidiaries as a result of any deviation from the term of any Permit, bodies Law or Order. (e) No customer or other organizationsuser has been provided any service, including building permits and certificates of occupancy necessary for TRMT no business or revenue has been generated, under the Section 214 Authorizations. (f) (i) The Company and each TRMT Subsidiary to own its assets Subsidiaries have all Company Permits issued or to carry on its respective business substantially as it is being conducted as granted by any Governmental Authority regulating telecommunications businesses (“Telecom Licenses”) and Section 3.5(f)(i) of the date hereof Company Disclosure Letter sets forth a true and complete list of all Telecom Licenses and (ii) Section 3.5(f)(ii) of the Company Disclosure Letter sets forth a true and complete list of any Governmental Consents necessary in connection with the consummation of the Transactions with respect to the Telecom Licenses (such Governmental Consents, whether or not listed on Section 3.5(f)(ii) of the Company Disclosure Letter, the “TRMT PermitsTelecom Consents”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1If any other section of this Article V deals expressly with respect to a specific Law, 2018: then that section shall contain the sole and exclusive representations and warranties relating to such Law. The Buyer is currently and during the last three (i3) TRMT and each TRMT Subsidiary years, has complied and is been in, compliance in compliance all material respects with all applicable Laws and Permits. The Buyer has not received during the last three (A3) Laws (including Environmental Laws) applicable to TRMT and years, any TRMT Subsidiary written notice, order, or by which other communication from any asset of TRMT Governmental Authority or any TRMT Subsidiary is boundother Person of any alleged, actual, or potential material violation of or material failure to comply by the Buyer or any real property owned, leased, subleased or occupied by the Buyer with any applicable material Law or Permit. To the Knowledge of the Buyer, there are no facts or circumstances that could reasonably be expected (with or without the passage of time) to result in any such notice or in the revocation, suspension, termination, or modification of any material Permit. All such Permits have been obtained by the Buyer or a subsidiary of Buyer, and are in full force and effect without any material default or material violation thereunder by any party thereto. (Bb) TRMT PermitsTo Buyer’s Knowledge, and there currently are no circumstances or conditions affecting the Buyer that are reasonably likely to give rise to material Liability under any Environmental Law, except as disclosed in the Buyer SEC Reports. (iic) no noticeNeither the Buyer, charge or assertion has been received by TRMT or any TRMT Subsidiary ornor, to the Knowledge of TRMTthe Buyer, is threatened against TRMT any owner, member, partner, director, officer, manager, employee, independent contractor, consultant or agent of any of them or any TRMT Subsidiaryother Person acting on their behalf, alleging any non-compliance with any such Lawshas directly or indirectly, except in during the case of each of clauses last three (3) years: (i) and offered or used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political campaign or activity, (ii) for such instances offered or made a direct or indirect unlawful payment or unlawful conveyance of something of value to any U.S. or non-compliance thatU.S. government official, individually employee or political candidate or established or maintained any unlawful or unrecorded funds, (iii) violated any provision of the FCPA or any statute or regulation equivalent to the FCPA or concerning such unlawful payments or gifts in any jurisdiction, including the aggregateU.K. Bri▇▇▇▇ ▇▇▇ ▇▇▇▇, have not had(iv) offered or given any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of money or anything of value to any U.S. or non-U.S. government official or employee of any Governmental Authority, (v) offered or made a direct or indirect payment to any U.S. or non-U.S. government official as incentive for the official to complete some action or process expeditiously, to the benefit of the party making the payment or (vi) received any unlawful discounts or rebates in violation of any statute or regulation relating to antitrust or competition. For the purpose of this section, a “non-U.S. government official” means any employee or officer of a government of a non-U.S. country, including any federal, regional or local department, agency, enterprise owned or controlled by a non-U.S. government, any official of a non-U.S. political party, any official or employee of a public international organization, any person acting in an official capacity for, or on behalf of, such entities, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13any candidate for non-U.S. political office. (bd) TRMT and each TRMT Subsidiary is in possession of all authorizationsDuring the last three (3) years, licensesneither the Buyer, permitsnor, certificatesto Buyer’s Knowledge, approvalsany owner, variancesmember, exemptionspartner, ordersdirector, franchisesofficer, certifications and clearances manager, employee, independent contractor, consultant or agent of any of them or any other Person acting on their behalf, has directly or indirectly (i) been or is designated on any list of any U.S. Governmental Authority Entity related to customs and accreditation and certification agencies, bodies or other organizationsinternational trade Laws, including building permits OFAC’s Specially Designated Nationals and certificates Blocked Persons List, the U.S. Department of occupancy necessary for TRMT Commerce’s Denied Persons List, the Commerce Entity List and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as the U.S. Department of the date hereof State’s Debarred List, (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, ii) except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms U.S. Law, participated in any transaction involving such a Person or any country subject to U.S. sanctions administered by OFAC, (iii) exported (including deemed exportation) or re-exported, directly or indirectly, any goods, technology or services in violation of any such TRMT Permitsapplicable U.S. export control or economic sanctions Laws or (iv) participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Law, except where the failure to be in compliance with the terms of any such TRMT Permitsincluding support for international terrorism and nuclear, individually chemical or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectbiological weapons proliferation.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2018 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (A“Laws”) Laws (including Environmental Laws) or Judgments, in each case, that are applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsits Subsidiaries, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (x) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder and (y) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery, terrorism or money laundering (the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the knowledge of the Company, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries has within the last five years (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five years has been, in compliance with all Laws or other financial restrictions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of State, and sanctions administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea. The Company will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) Since January 1The businesses of Parent and its Subsidiaries are not being conducted in violation of any law, 2018: (i) TRMT ordinance or regulation of any Governmental Entity, except for possible violations that would not have a Material Adverse Effect on Parent. Each of Parent and each TRMT Subsidiary has complied and its Subsidiaries is in compliance with possession of all (A) Laws (including Environmental Laws) applicable to TRMT franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any TRMT Subsidiary or by which any asset of TRMT Governmental Entity necessary for Parent or any TRMT Subsidiary of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is boundnow being conducted (the "Parent Permits"), and (B) TRMT Permitsexcept where the failure to have any of the Parent Permits would not have a Material Adverse Effect on Parent, and (ii) and, as of the date of this Agreement, no notice, charge suspension or assertion has been received by TRMT or cancellation of any TRMT Subsidiary of the Parent Permits is pending or, to the Knowledge of TRMTParent, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Lawsthreatened, except in where the case suspension or cancellation of each any of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and Parent Permits would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Effect on Parent. (b) TRMT Parent and each TRMT Subsidiary is of its officers and directors have complied in possession all material respects with (i) the applicable provisions of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications Sarbanes-Oxley and clearances of any Governmental Authority (ii) the applicable listing and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as corporate governanc▇ ▇▇▇▇▇ ▇▇▇ ▇▇gulations of the date hereof NYSE. Parent has previously disclosed to the Company any of the information required to be disclosed by Parent and certain of its officers to Parent's Board of Directors or any committee thereof pursuant to the certification requirements contained in Form 10-K and Form 10-Q under the Exchange Act. From the period beginning January 1, 2000 through the enactment of Sarbanes-Oxley, neither Parent nor any of its Affiliates made any loan▇ ▇▇ ▇▇▇ ▇▇▇▇▇tive officer or director of Parent equal to or in excess of $60,000. Since the enactment of Sarbanes-Oxley, neither Parent nor any of its Affiliates has made any ▇▇▇▇▇ ▇▇ ▇▇▇ ▇xecutive officer or director of Parent. (“TRMT Permits”), c) Each executive officer and director of Parent has complied with all such TRMT Permits are valid and Applicable Laws in full force and effectconnection with or relating to or actions within the scope of Parent's business, except where the failure to be in possession of, comply would not have a Material Adverse Effect on Parent. No executive officer or director of Parent is a party to or the failure to be valid subject of any pending or in full force and effect ofthreatened suit, action, proceeding or investigation by any such TRMT PermitsGovernmental Entity that would have a Material Adverse Effect on Parent, individually or except as disclosed in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectParent Filed SEC Documents.

Compliance with Laws; Permits. (a) Since Except as set forth on Section 4.8 of the Company Disclosure Schedule, the Company and each of its Subsidiaries (i) are, and since the later of January 1, 2018: (i) TRMT 2017 and each TRMT Subsidiary has complied and is their respective dates of formation or organization have been, in compliance in all material respects with all (A) Laws (including Environmental Laws) and are not in material default under or in material violation of any applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT PermitsLaw, and (ii) no noticesince January 1, charge 2017 have not received written notice of any material violation of Law from any Governmental Entity. (b) Neither the Company, nor any of its Subsidiaries, nor any of their directors or assertion has been received by TRMT officers or any TRMT Subsidiary or, to other Persons acting on behalf of the Knowledge of TRMT, is threatened against TRMT Company or any TRMT Subsidiaryof its Subsidiaries has, alleging any non-compliance in connection with any such Lawsthe operation of their respective businesses, except in the case of each of clauses (i) and used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of any applicable foreign, federal or state Law, or (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts. (c) Company has no licenses, permits and certificates from federal, state, local and foreign authorities (including, without limitation, federal and state agencies regulating occupational health and safety), and none are necessary to its operations and business, other than as set forth on Section 4.8 of the Company Disclosure Schedules. (d) (i) The Company and its Subsidiaries are in possession of all material franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their material lines of business in all material respects as they are now being conducted (the “Permits”) except where the failure to have such instances of non-compliance that, individually or Permits in the aggregate, have not had, and aggregate would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything Effect on the Company or its Subsidiaries; (ii) to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as Knowledge of the date hereof (“TRMT Permits”)Company, and all such TRMT Permits are valid and in full force and effect; (iii) to the Knowledge of the Company, except where no suspension or cancellation of any of the failure to be Permits is pending or threatened; (iv) the Company and its Subsidiaries are not, and since January 1, 2017 have not been, in possession material violation or breach of, or the failure to be valid or in full force and effect ofmaterial default under, any such TRMT Permits, individually Company Permit; and (v) no event or in the aggregate, condition has not had, and occurred or exists which would not reasonably be expected to haveresult in a material violation of, material breach of or loss of a TRMT Material Adverse Effect. Neither TRMT nor material benefit under, any TRMT Subsidiary has received any written claim Company Permit (in each case, with or without notice that TRMT or any TRMT Subsidiary lapse of time or both). (e) The representations and warranties set forth in this Section 4.8 shall not apply to Environmental Law (which is currently not in compliance with the terms subject of any such TRMT Permits, except where Section 4.9) or Laws relating to Taxes (which are the failure to be in compliance with the terms subject of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse EffectSection 4.14).

Compliance with Laws; Permits. (a) Since January The Company and each of its Subsidiaries are and since October 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2021 have been, in compliance with all local, state and federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (A“Laws”) Laws (including Environmental Laws) or Judgments, in each case, that are applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT the Company or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT of its Subsidiaries or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such LawsCompany Plan, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatas would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT The Company and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effectbusinesses, except where the failure to be in possession of, or hold the failure to be valid or in full force and effect of, any such TRMT Permitssame would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (1) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (2) the United Kingdom Bribery Act, (3) anti-bribery legislation promulgated by the European Union and implemented by its member states, (4) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (5) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery, terrorism or money laundering (the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the Knowledge of the Company, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries has within the last five years (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five years has been, in compliance with all Laws or other financial restrictions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of State, and sanctions administered by the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic and the Crimea, Kherson, and Zaporizhzhia regions of Ukraine, nor has the Company or any of its Subsidiaries engaged in any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in any such country, in each case directly or indirectly, including through agents or other persons acting on its behalf. The Company will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened. (e) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 3.18(a) of the Disclosure Schedules, 2018: (i) TRMT and each TRMT Subsidiary has complied and the Company is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such LawsBusiness, except where the failure to be in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything Neither the Company nor any of its Subsidiaries has received any written communication in the three (3) years prior to the contrary date of this Agreement from a Governmental Authority that alleges that the Company or any of its Subsidiaries is not in this Section 4.5(a), compliance in any material respect with any applicable Law with respect to its operation of the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13Business. (b) TRMT All Permits required for the Company to conduct the Business have been obtained by it and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be obtain such Permits would not have a Material Adverse Effect. All such Permits are in possession offull force and effect, or except where the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (c) None of Company, Seller and their respective Subsidiaries and, to Seller’s Knowledge, none of any of their respective directors, managers, officers, agents, employees and Affiliates and any person acting on behalf of any of them (each, a “Company Party”), has (i) made, offered or promised to make, or authorized the making of, any unlawful payment, bribe, rebate, payoff, influence payment or kickback to any Person, or received and retained any funds in violation of any law, rule or regulation, (ii) given, offered or promised to give, or authorized the giving of, any unlawful gift, political or charitable contribution or other thing of value or advantage to any Person, (iii) violated any provision of the FCPA, and any rules, regulations and guidance promulgated thereunder, or any other Law that prohibits corruption or bribery, (iv) directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (1) influencing any official act or decision of such official, party or candidate, (2) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (3) securing any improper advantage, in the case of (1), (2) and (3) above in order to assist any Company Party in obtaining or retaining business for or with, or directing business to, any Person. Seller and Company respectively have maintained systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA and all applicable anti-bribery, anti-corruption and anti-money laundering laws. None of Company, Seller and their respective Subsidiaries and, to Seller’s Knowledge, no Company Party, is the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to any of the FCPA or any applicable anti-bribery, anti-corruption and anti-money laundering laws. (d) None of the representations and warranties contained in this Section 3.18 shall be deemed to relate to environmental matters (which are governed by Section 3.14), employment matters (which are governed by Section 3.19) or tax matters (which are governed by Section 3.20).

Compliance with Laws; Permits. (a) Since January March 1, 2018: (i) TRMT and each TRMT Subsidiary 2019, the Business has complied not been, and is not being, conducted in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and violation of any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for where such instances of non-compliance thatviolations would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect or prevent, materially delay or materially impede the performance by Parent, NewCo or any Parent Ancillary Counterparty of their respective obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. Notwithstanding anything to As of the contrary in this Section 4.5(a)Execution Date, since March 1, 2019, each of Parent, the provisions of Section 4.5(a)(i)(A) Parent Entities and Section 4.5(a)(ii) shall the Transferred Subsidiaries has not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of received any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all written communication alleging any noncompliance with any such TRMT Permits are valid and in full force and effectLaws, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitsas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim Effect or notice that TRMT prevent, materially delay or materially impede the performance by Parent, NewCo or any TRMT Subsidiary Parent Ancillary Counterparty of their respective obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. (b) Each of Parent, the Parent Entities, the Transferred Subsidiaries and the Transferred Joint Ventures holds, and is currently not in compliance with with, all Permits issued or granted by a Governmental Entity that are necessary to conduct such portion of the terms of any Business as presently conducted by it, and each such TRMT PermitsPermit is valid and unexpired, except where those the absence of which or the failure to be in compliance with the terms of any such TRMT Permitswould not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect or prevent, materially delay or materially impede the performance by Parent, NewCo or any Parent Ancillary Counterparty of their respective obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. (c) Since March 1, 2019, no director, officer or employee or, to the Knowledge of Parent, any agent, or other Person acting on behalf or for the benefit of the Business or any of the Parent’s Subsidiaries, and none of the Business’ and the Parent’s Subsidiaries’ respective Affiliates or any Representatives of any such Affiliate: (i) has offered, promised, provided, or authorized the provision of any money, property, contribution, gift, entertainment or other thing of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or –controlled entity or of a public international organization, or any political party or party official or candidate for political office), or any other Person acting in an official capacity, to influence official action or secure an improper advantage in violation of an Anti-Corruption Law; nor (ii) is a Restricted Party nor has engaged in, nor is now engaged in, directly or indirectly, any dealings or transactions with or for the benefit of any Restricted Party or Restricted Country, nor has otherwise violated Sanctions, except for any violation that would not, individually or in the aggregate, reasonably be expected to be material to the Business (taken as a whole). (d) Since March 1, 2019, each of the Transferred Subsidiaries, Transferred Joint Ventures and the Parent Entities have not violated, nor are in violation of, any Anti-Money Laundering Laws, except for any violation that would not, individually or in the aggregate, reasonably be expected to be material to the Business (taken as a whole). (e) Since March 1, 2019, each of the Transferred Subsidiaries, Transferred Joint Ventures and the Parent Entities and, any of the Business’s and its Subsidiaries’ respective Affiliates or Business Employees, have obtained export licenses and permissions as required by, and otherwise have operated, and are presently in compliance with the Export Control Laws, except where the failure to have obtained such export licenses and permits, or to be in compliance with the Export Control Laws, would not, individually or in the aggregate, reasonably be expected to be material to the Business (taken as a whole). (f) Since March 1, 2019, neither the Transferred Subsidiaries, the Transferred Joint Ventures, the Parent Entities (with respect to the Business) nor, to the Knowledge of Parent, any of the Business Employees, have been the subject of any allegation, voluntary disclosure, investigation or enforcement action by a Governmental Entity related to Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws, and no formal investigation by any Governmental Entity with respect to Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws is pending or threatened in writing.

Compliance with Laws; Permits. (a) Since Except as disclosed in Section 3.8(a) of the Company Disclosure Schedule, each Covered Entity (i) is, and since the later of January 1, 2018: (i) TRMT 2008 and each TRMT Subsidiary its respective date of formation or organization has complied and is been, in compliance in all material respects with all and are not in material default under or in material violation of any federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement having the force of law or any undertaking to or agreement with any Governmental Entity, including common law (A) Laws (including Environmental collectively, “Laws” and each, a “Law”) applicable to TRMT and any TRMT Subsidiary such Covered Entity or its respective businesses or by which any property or asset of TRMT or any TRMT Subsidiary a Covered Entity is bound, and (B) TRMT Permits, and (ii) no noticesince January 1, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate2008, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions received written notice of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13any material violation of Law from any Governmental Entity. (b) TRMT No Covered Entity or any of its directors or officers or any other Persons acting on its behalf has, directly or indirectly, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of any applicable foreign, federal or state Law or (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts. (i) Section 3.8(c) of the Company Disclosure Schedule sets forth a true and each TRMT Subsidiary is in possession complete list of all material franchises, tariffs, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptionsexceptions, ordersconsents, franchisescertificates, certifications approvals and clearances orders of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Entity necessary for TRMT the Covered Entities to own, lease and each TRMT Subsidiary to own its operate their properties and assets or to carry on their material lines of business (including, without limitation, the servicing activities by the Company and its respective business substantially Subsidiaries pursuant to any Securitization Instrument) as it is they are now being conducted as of (the date hereof (“TRMT Company Permits”), and ; (ii) the Covered Entities are in possession of all such TRMT Company Permits; (iii) all Company Permits are valid and are in full force and effect; (iv) to the Knowledge of the Company, except where no suspension, cancellation or non-renewal of any of the failure to be Company Permits is pending or threatened; (v) the Covered Entities are not, and since January 1, 2008 have not been, in possession material violation or breach of, or the failure to be valid or in full force and effect ofmaterial default under, any such TRMT PermitsCompany Permit, individually or and neither the Company nor any of its Subsidiaries have been notified in writing that any Company Permit may not in the aggregateordinary course be renewed upon its expiration or that, by virtue of the transactions contemplated by this Agreement, any Company Permit may be terminated or materially amended or not be granted or renewed; and (vi) no event or condition has not had, and occurred or exists which would not reasonably be expected to haveresult in a material violation of, material breach of, loss of a TRMT Material Adverse Effect. Neither TRMT nor material benefit under or non-renewal of, any TRMT Subsidiary has received any written claim Company Permit (in each case, with or without notice that TRMT or any TRMT Subsidiary lapse of time or both). (d) The representations and warranties set forth in this Section 3.8 shall not apply to Environmental Law (which is currently not in compliance with the terms subject of any such TRMT PermitsSection 3.9), except where ERISA (which is the failure subject of Section 3.10), Laws relating to be in compliance with Taxes (which are the terms subject of any such TRMT PermitsSection 3.15), individually or in VOI Laws (which are the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effectsubject of Section 3.21).

Compliance with Laws; Permits. (a) Since Parent and each of its Subsidiaries are and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2021, have been, in compliance with all (Ai) Laws U.S. federal, state or local, foreign or multinational laws, common law, statutes, ordinances, orders, circulars, codes, rules, decrees or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (including Environmental “Laws”) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no noticeJudgments, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the each case of each of clauses (i) and (ii) for such instances ), that are applicable to Parent or any of non-compliance thatits Subsidiaries, except as would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT Parent and each TRMT Subsidiary is in possession of its Subsidiaries hold all authorizationslicenses, licensesfranchises, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any authorizations from Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy Authorities (“Permits”) necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its the lawful conduct of their respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), businesses and all such TRMT Permits are valid valid, binding and in full force and effect, except where the failure to be in possession of, hold such Permits or the failure for such Permits not to be valid or valid, binding and in full force and effect of, any such TRMT Permitswould not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. (b) Parent, each of its Subsidiaries, and each of their respective officers, directors and, to the Knowledge of Parent, employees and agents acting on their behalf is, and since January 1, 2021, has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder and (ii) any other Laws applicable to Parent and its Subsidiaries that address the prevention of corruption, bribery, terrorism or money laundering (collectively, the “Anti-Corruption Laws”). None of Parent, any of its Subsidiaries or any director, officer, or, to the Knowledge of Parent, any agent, employee, or other person associated with or acting on behalf of Parent or its Subsidiaries has, since January 1, 2021, (i) made, offered, promised or authorized any material unlawful contribution, gift, entertainment or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect material unlawful payment; or (iii) violated or is in violation of any provision of any Anti-Corruption Laws in any material respect. (c) Parent, each of its Subsidiaries and each of their respective officers, directors and, to the Knowledge of Parent, employees and agents acting on their behalf is, and since January 1, 2021, has been, in material compliance with Anti-Money Laundering Laws. (d) Neither Parent nor any of its Subsidiaries is party to any actual or threatened in writing (or, to the Knowledge of Parent, verbally) Action or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws or Anti-Money Laundering Laws. (e) Parent and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with all applicable Anti-Corruption Laws. No Action by or before any court or governmental agency, authority or body or any arbitrator involving Parent or any of its Subsidiaries with respect to Anti-Corruption Laws is pending or, to the Knowledge of Parent, threatened.

Compliance with Laws; Permits. (a) Since Neither the Company nor any Company Subsidiary is, or since January 1, 2018: (i) TRMT 2016 has been, in violation of and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion written notice has been received by TRMT or given of any TRMT Subsidiary orviolation of, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such LawsApplicable Law, except in the case of each of clauses (i) and (ii) for such instances of non-compliance any violation that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Company Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT None of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any of their Representatives, consultants, suppliers or distributors acting for or on behalf of the Company or the Company Subsidiaries has, in the course of his, her or its actions for, or on behalf of, any of them violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any other Applicable Laws or any conventions to which the Company or any Company Subsidiary is in possession of all authorizationssubject relating to corruption (governmental or commercial), licensesbribery, permitsmoney laundering, certificatespolitical contributions or gifts, approvalsentertainment and gratuities, variances, exemptions, orders, franchises, certifications and clearances of involving or to any Governmental Authority and accreditation and certification agencies, bodies Entity or other organizationsany Government Official or commercial entity, including building permits all national and certificates international laws enacted to implement the OECD Convention on Combating Bribery of occupancy necessary Foreign Officials in International Business Transactions (collectively, “Other Anticorruption Laws”). Since January 1, 2016, neither the Company nor any Company Subsidiary has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to any material noncompliance with the FCPA or any Other Anticorruption Law. Neither the Company nor any Company Subsidiary has received any written notice, request or citation for TRMT and each TRMT Subsidiary to own its assets any actual or to carry on its respective business substantially as it is being conducted as potential noncompliance with any of the date hereof foregoing in this Section 5.6(b). (“TRMT Permits”)c) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries (A) have all Permits required to conduct their respective businesses as now conducted, (B) are, and since January 1, 2016 have been, in compliance with all such TRMT Permits, (ii) all Permits required to conduct the respective businesses of the Company and the Company Subsidiaries as now conducted are valid and in full force and effect, except where the failure to be in possession of, (iii) no default (with or the failure to be valid without notice or in full force and effect of, lapse of time or both) has occurred under any such TRMT Permits, individually or in the aggregate, has not hadPermit, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim (iv) no suspension or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms cancellation of any such TRMT PermitsPermits is pending or, except where to the failure Knowledge of the Company, threatened in writing. (d) This Section 5.6 does not relate to be in compliance with any employment or labor matters, which are the terms subject of Sections 5.7(a) and (b)(ii), Section 5.16 and Section 5.17, to any such TRMT Permitstax matters, individually which are the subject of Sections 5.7(a) and (b)(ii), Section 5.12 and Section 5.16, or in to any environmental matters, which are the aggregate, has not had, subject of Sections 5.7(a) and would not reasonably be expected to have, a TRMT Material Adverse Effect(b)(ii) and Section 5.14.

Compliance with Laws; Permits. (a) Since The Acquired Companies are in, and at all times since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in 2016, have been in, compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary them or by which any asset of TRMT their assets or any TRMT Subsidiary is properties are bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatviolations or noncompliance, individually or in the aggregate, that have not had, and would not reasonably be expected to have, have a TRMT Company Material Adverse Effect. Notwithstanding anything to Since January 1, 2016, none of the contrary Acquired Companies has received any written communication from a Governmental Entity that alleges that any Acquired Company is not in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed compliance with any Law in Section 4.10, Section 4.11 and Section 4.13any material respect. (b) TRMT Except as, individually or in the aggregate, would not reasonably be expect to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and each TRMT Subsidiary is their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance in possession all material respects with the U.S. Foreign Corrupt Practices Act of all authorizations1977, licensesas amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), permitsand any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, certificates, approvals, variances, exemptions, orders, franchises, certifications the “Fraud and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT PermitsBribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or 18 (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all such TRMT times since January 1, 2016, have been in, compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Acquired Companies with respect to export activity or export licenses that, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse Effect. (d) The Acquired Companies have in effect all permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect. All Permits of the Acquired Companies are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitseffect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with To the terms knowledge of any such TRMT Permitsthe Company, except where the failure to be in compliance with the terms of any such TRMT Permitsas, individually or the in the aggregate, has not had, and would not reasonably be expected to havebe material and adverse to the Acquired Companies, taken as a TRMT Material Adverse Effectwhole, each employee of any of the Acquired Companies has in effect all material Permits necessary for such employee to carry on the business of the Acquired Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) Since Parent and each of its Subsidiaries are, and since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is 2019 have been, in compliance with all (A) Laws (including Environmental Laws) and Orders, in each case, applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT Parent or any TRMT Subsidiary is boundof its Subsidiaries, and (B) TRMT Permitsexcept as would not, and (ii) no noticeindividually or in the aggregate, charge reasonably be likely to have a Parent Material Adverse Effect. No investigation or assertion has been received review by TRMT any Governmental Authority with respect to Parent or any TRMT Subsidiary of its Subsidiaries is pending or, to the Knowledge of TRMTParent, threatened in writing, the outcome of which is reasonably likely to have a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries hold, and since January 1, 2019 have held, all Permits, except where the failure to hold such Permits would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. There are no Actions pending or, to the Knowledge of Parent, threatened against TRMT in writing, that seek the revocation, cancellation or adverse modification of any Permit, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (c) None of Parent and its Subsidiaries nor, to the Knowledge of Parent, any director, officer or employee or anyone in a position to exercise a senior management function or other key function of Parent or any TRMT Subsidiaryof its Subsidiaries is, alleging or has been, (i) ineligible or unfit to act in such role or (ii) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the authorization of any nonUK-compliance with any such Lawsregulated Subsidiary of Parent, except by the PRA or FCA, for the conduct of regulated activities except, in the case of each of clauses (i) and (ii) for such instances of non-compliance that), as would not, individually or in the aggregate, have not had, and would not reasonably be expected likely to have, have a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Parent Material Adverse Effect. (d) This Section 4.08 does not relate to the Parent SEC Documents, financial statements or compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, which are the subject of Section 4.05, Tax matters, which are the subject of Section 4.09, employee benefits and labor matters, which are the subject of Sections 4.10 and 4.11, or insurance or reinsurance matters, which are the subject of Sections 4.16 through 4.19.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and Except as set forth in Section 4.1(m) of the Seller Disclosure Letter, the Business is being conducted in compliance with all applicable Laws and no member of the Seller Group has received any notification that any member of the Seller Group, with respect to the Business, is in violation of any Laws, except where any such noncompliance or violations would not (A) Laws (including Environmental Laws) applicable to TRMT and result in a Liability of $100,000 in any TRMT Subsidiary one case or by which any asset of TRMT or any TRMT Subsidiary is bound$500,000 in the aggregate, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a TRMT Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permits, (C) individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with Effect on the terms ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or the Reorganization Agreements. (ii) Section 4.1(m) of the Seller Disclosure Letter sets forth a true and complete list of all Permits and/or Approvals required to conduct the Business as presently conducted, other than such TRMT Permits, except where Permits and/or Approvals the failure to be obtain which would not (A) result in compliance with a Liability of $100,000 in any one case or $500,000 in the terms of any such TRMT Permitsaggregate, (B) individually or in the aggregate, has not had, and would not reasonably be expected to have, have a TRMT Material Adverse EffectEffect or materially impair the ability of Buyer to carry on the Business as currently conducted, or (C) individually or in the aggregate, have a Material Adverse Effect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or the Reorganization Agreements. All such Permits and/or Approvals are being complied with in all material respects and will not be terminated or revoked as a result of the transactions contemplated by this Agreement, the Related Agreements or the Reorganization Agreements. (iii) Except as set forth in Section 4.1(m) of the Seller Disclosure Letter, there are no judgments, orders, injunctions, decrees, stipulations, awards (whether rendered by a Governmental Agency or by arbitration) or private settlement agreements involving any member of the Seller Group and relating to the Business, other than any of the foregoing which have not and will not (A) result in a Liability to the Business of $50,000 in any one case or $100,000 in the aggregate, (B) individually or in the aggregate, have a Material Adverse Effect or materially impair the ability of Buyer to carry on the Business as currently conducted, or (C) individually or in the aggregate, have a Material Adverse Effect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or the Reorganization Agreements. All of the foregoing which are final and nonappealable are being complied with in all material respects. (iv) No member of the Seller Group or any director, officer, employee or agent of any of them acting on their behalf, or any other person acting on their behalf has, directly or indirectly, within the past three (3) years given or agreed to give any gift or similar benefit to any customer, supplier, competitor or governmental employee or official which would subject the Business to any Liability or Loss under any Law in any civil, criminal or governmental litigation.

Compliance with Laws; Permits. (a) Since January 1, 2018: (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, and (B) TRMT Permits, and (ii) no notice, charge or assertion has been received by TRMT or any TRMT Subsidiary or, to the Knowledge of TRMT, is threatened against TRMT or any TRMT Subsidiary, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii) for such instances of non-compliance thatExcept as would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a TRMT Company Material Adverse Effect, each Group Company has been in compliance with all Laws and Governmental Orders applicable to them. Notwithstanding anything to As of the contrary in this Section 4.5(a)First Closing, the provisions Group Companies hold all Permits necessary for the lawful conduct of Section 4.5(a)(i)(A) their respective businesses as currently conducted and Section 4.5(a)(ii) shall not apply to Laws addressed are in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession compliance with the terms of all authorizationssuch Permits, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for TRMT and in each TRMT Subsidiary to own its assets or to carry on its respective business substantially case except as it is being conducted as of the date hereof (“TRMT Permits”), and all such TRMT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any such TRMT Permitswould not, individually or in the aggregate, has not had, and would not reasonably be expected excepted to have, have a TRMT Material Adverse Effect. Neither TRMT nor any TRMT Subsidiary has received any written claim or notice that TRMT or any TRMT Subsidiary is currently not in compliance with the terms of any such TRMT Permits, except where the failure to be in compliance with the terms of any such TRMT Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a TRMT Company Material Adverse Effect. (b) None of the Group Companies or to the Knowledge of the Company, any of their respective directors, executives , or agents acting under and with the express authorization of such Group Company, has (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC Law on Anti-Unfair Competition promulgated on September 2, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Company, (v) to the Knowledge of the Company, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or (vi) violated or operated in noncompliance with any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the Group Companies or, to the Knowledge of the Company, any of their respective directors, executives or agents acting under and with the express authorization of such Group Company, is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are, and since January 1, 2018 have been, in compliance with and not in default under or in violation of any Law or Order, in each case that are applicable to the Company or any of its Subsidiaries, except where such non-compliance, default or violation would not reasonably be expected to have a Material Adverse Effect, and, since January 1, 2018: , 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 or Order, except as would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not reasonably be expected to have a Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the knowledge of the Company, agents acting on their behalf is, and since January 1, 2018 has been, in compliance in with (i) TRMT and each TRMT Subsidiary has complied and is in compliance with all (A) Laws (including Environmental Laws) applicable to TRMT the Foreign Corrupt Practices Act of 1977 and any TRMT Subsidiary or by which any asset of TRMT or any TRMT Subsidiary is bound, rules and (B) TRMT Permits, regulations promulgated thereunder and (ii) no noticeany other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, charge bribery, terrorism or assertion has been received by TRMT money laundering (the “Anti-Corruption Laws”), in each case, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. (c) Except as would not reasonably be expected to have a Material Adverse Effect, since January 1, 2018, none of the Company, any of its Subsidiaries, or any TRMT Subsidiary of their officers, directors or employees, or, to the Knowledge knowledge of TRMTthe Company, is threatened against TRMT agent, acting on their behalf (and only in their capacities as such) has, in connection with the business of the Company: (a) unlawfully offered, paid, promised to pay, or authorized the payment of anything of value, including money, loans, gifts, travel, or entertainment, to any TRMT Subsidiarygovernment official with the purpose of (i) influencing any act or decision of such government official in his or her official capacity or (ii) inducing such government official to perform or omit to perform any activity in violation of his or her legal duties; except, alleging any non-compliance with any such Laws, except in respect to the case of each of foregoing clauses (i) and (ii), as permitted under the U.S. Foreign Corrupt Practices Act of 1977 or other applicable Law; or (b) for such instances of non-compliance that, individually made any illegal contribution to any political party or in the aggregate, have not had, and candidate. (d) Except as would not reasonably be expected to have, have a TRMT Material Adverse Effect. Notwithstanding anything , the Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the contrary knowledge of the Company, agents acting on their behalf is, and, since January 1, 2018 has been, in this Section 4.5(a), the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to compliance with all Laws addressed in Section 4.10, Section 4.11 and Section 4.13. (b) TRMT and each TRMT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates financial restrictions administered by the Office of occupancy necessary for TRMT and each TRMT Subsidiary to own its assets or to carry on its respective business substantially as it is being conducted as Foreign Assets Control of the date hereof United States Treasury Department (“TRMT PermitsOFAC”), including OFAC’s Specially Designated Nationals and all such TRMT Permits are valid Blocked Persons List, the U.S. Department of State, and in full force and effectsanctions administered by the United Nations Security Council, except where the failure to be in possession ofEuropean Union, Her Majesty’s Treasury, or the failure to be valid or in full force and effect ofother relevant sanctions authority (collectively, any such TRMT Permits, individually or in the aggregate, has not had, and “Sanctions”). Except as would not reasonably be expected to have, have a TRMT Material Adverse Effect. Neither TRMT nor , none of the Company, any TRMT Subsidiary has received any written claim or notice that TRMT of its Subsidiaries, or any TRMT Subsidiary director, officer or employee or, to the knowledge of the Company, agent acting on their behalf is currently not in compliance with the terms subject or the target of any such TRMT PermitsSanctions, except where nor is the failure to be Company or any of its Subsidiaries located, organized or resident in compliance with a country or territory that is the terms subject or target of any such TRMT PermitsSanctions, individually or in the aggregateincluding Cuba, has not hadIran, North Korea, Syria and Crimea. (e) Except as would not reasonably be expected to have, have a TRMT Material Adverse Effect, the Company will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions.