Common use of Permits Clause in Contracts

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership MarkWest Entities and ShipManagement has or operates pursuant tohas, or at the applicable Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each of the Partnership Teekay Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership MarkWest Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each of the Partnership Company Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all FederalU.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Final Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Final Prospectus, each of the Partnership Company Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Company Entities, taken as a whole.

Permits. Each of the Partnership Teekay Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Borrower and ShipManagement hasits Restricted Subsidiaries has obtained and holds all Permits required in respect of its Real Estate Assets and for any other property otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of each Date of Delivery will haveits businesses as presently conducted and as proposed to be conducted, fulfilled (ii) all such Permits are in full force and effect, and each of Borrower and its Restricted Subsidiaries has performed and observed all its material obligations with respect to requirements of such applicable Permits which are or will be due to have been fulfilled and performed by such date and Permits, (iii) no event has occurred that would prevent the Permits from being renewed allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to any of Borrower and its Restricted Subsidiaries, or to the Partnership Entitiesoperation of any of its businesses or any property owned, taken as a wholeleased or otherwise operated by such Person, (v) each of Borrower and its Restricted Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

Permits. Each of the Partnership MarkWest Entities has, and ShipManagement has or operates pursuant to, or at the Closing Time each Settlement Date and each Date Time of Delivery hereunder will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), a) each of the Partnership Entities Loan Parties has obtained and ShipManagement hasholds all Permits required as of the date this representation is deemed made in respect of all Real Estate and for any other Property otherwise then currently operated by or on behalf of, or at for the benefit of, such Person and for the operation of its then current Permitted Businesses, (b) all such Permits are in full force and effect, and each Date of Delivery will have, fulfilled the Loan Parties has performed and performed observed all its material obligations with respect requirements of such Permits (to such applicable Permits which are or will the extent required to be due to have been fulfilled and performed by such the date and this representation is deemed made), (c) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (d) no such failure to fulfill or perform Permits, other than Permits required by the Nevada Gaming Authorities, contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to any of the Partnership EntitiesLoan Parties, taken as or to the operation of its Permitted Business or any Property owned, leased or otherwise operated by such Person, (e) the Borrower has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit and (f) each of the Loan Parties reasonably believes that each such Permit will be timely renewed and complied with, without unreasonable expense or delay, and that any such Permit not required to have been obtained by the date this representation is deemed made that may be required of such Person is of a wholetype that is routinely granted on application and compliance with the conditions of issuance (such conditions being ministerial or of a type satisfied in the ordinary course of business, without undue expense or delay) and will be timely obtained and complied with, without undue expense or delay.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Real Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsReal Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower and its Restricted Subsidiaries are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (Borrower and any documents incorporated by reference therein), the relevant Restricted Subsidiaries presently hold all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each FA and each of its Subsidiaries have all Permits necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Partnership Entities Permits is valid, subsisting and ShipManagement has or operates pursuant toin full force and effect, or at except where the Closing Time and each Date of Delivery will failure to have or will operate pursuant tomaintain such Permit individually or in the aggregate, such permitshas not resulted in and would not reasonably be expected to result in material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, Consents (financial condition or results of operations of FA and its Subsidiaries as defined above), licenses, franchises, concessions, certificates currently conducted. The operation of the business of FA and authorizations (“Permits”) ofits Subsidiaries as currently conducted is not, and has not been since January 1, 2012 in violation of, nor is FA or will have made all applicable declarations and filings withits Subsidiaries in default or violation under, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus any Permit (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentspast violation or default as has been remedied and imposes no continuing obligations or costs on FA or its Subsidiaries), Permitsand, declarations and filings thatto the Knowledge of FA, if not obtained no event has occurred which, with notice or operated pursuant to the lapse of time or madeboth, would notconstitute a default or violation of any term, condition or provision of any Permit, except where such default or violation of such Permit, individually or in the aggregate, has not resulted in and would not reasonably be expected to have a Material Adverse Effect; except as set forth result in material liability to FA or its Subsidiaries or otherwise materially impair the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each conduct of the Partnership Entities and ShipManagement hasbusiness, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof financial condition or results of operations of FA and its Subsidiaries as currently conducted. There are no actions pending or, to the Knowledge of FA, threatened, that seek the revocation, cancellation or would result in any impairment of the rights of the holder modification of any such Permit, except for where such failure to fulfill revocation, cancellation or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notmodification, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted. Since January 1, 2012, neither FA nor its Subsidiaries have a Material Adverse Effectreceived or been subject to any written notice, and none of such Permits contains any restriction that is materially burdensome charge, claim or assertion, or, to the Partnership EntitiesKnowledge of FA, taken any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Permit, nor to the Knowledge of FA and its Subsidiaries, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as a wholecurrently conducted.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will have or will operate pursuant toits Subsidiaries has made all filings, such permitsapplications and submissions required by, Consents (as defined above)and possesses all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, exemptions, marks, notifications, orders, permits and other authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings withthe appropriate federal, all Federal, provincial, state, local state or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are authorities necessary to own or lease its properties and to conduct its business in the manner businesses as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus (and any documents incorporated by reference thereincollectively, “Permits”), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits the failure of which to obtain would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none is in compliance with the terms and conditions of all such Permits; all of such Permits contains held by the Company and each of its Subsidiaries are valid and in full force and effect; there is no pending or, to its knowledge, threatened action, suit, claim or proceeding which may cause any restriction such Permit to be limited, revoked, cancelled, suspended, modified or not renewed, except for such limitations, revocations, cancellations, suspensions, modifications or non-renewals that is materially burdensome would not reasonably be expected to result in a Material Adverse Effect; and the Company and each of its Subsidiaries has not received any notice of proceedings relating to the Partnership Entitieslimitation, taken as revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a wholeMaterial Adverse Effect, whether or not arising from transactions in the ordinary course of business and has no reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

Permits. Each Parent and each of the Partnership Entities Parent Subsidiaries have all Permits necessary for the conduct of their business and ShipManagement has or operates pursuant tothe use of their properties and assets, or at the Closing Time as presently conducted and used and each Date of Delivery will the Permits is valid, subsisting and in full force and effect, except where the failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect; except as set forth in . The operation of the Registration Statement, the General Disclosure Package business of Parent and the Prospectus (Parent Subsidiaries as currently conducted is not, and has not been since January 1, 2013, in violation of, nor is Parent or any documents incorporated by reference therein)Parent Subsidiary in default or violation under, each any Permit, and, to the Knowledge of the Partnership Entities and ShipManagement hasParent, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such terms, condition or provision of any Permit, except for where such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notviolation of such Permit, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. There are no actions pending or, to the Knowledge of Parent, threatened, that seek the revocation, cancellation or adverse modification of any Permit, except where such revocation, cancellation or adverse modification, individually or in the aggregate, has not had and none would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2013, neither Parent nor any Parent Subsidiaries have received or been subject to any written notice or, to the Knowledge of Parent, any charge, claim or assertion, in each case alleging any violations of Permits, nor to the Knowledge of Parent, has any such notice, charge, claim or assertion been threatened, except where the receipt of such Permits contains any restriction that is materially burdensome notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to the Partnership Entities, taken as have a wholeParent Material Adverse Effect.

Permits. Each DENTSPLY and each of its Subsidiaries have all Permits necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Partnership Entities Permits is valid, subsisting and ShipManagement has or operates pursuant toin full force and effect, or at except where the Closing Time and each Date of Delivery will failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have have, a DENTSPLY Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a DENTSPLY Material Adverse Effect, (i) the operation of the business of DENTSPLY and its Subsidiaries as currently conducted is not, and has not been since June 30, 2012, in violation of, nor is DENTSPLY or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on DENTSPLY or its Subsidiaries), and (ii) to the Knowledge of DENTSPLY, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of DENTSPLY, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a DENTSPLY Material Adverse Effect. Since June 30, and none 2012, neither DENTSPLY nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of DENTSPLY, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeDENTSPLY Material Adverse Effect.

Permits. Each Monsoon and its Subsidiaries have all required Governmental Approvals necessary for the conduct of their business and the Partnership Entities use of their properties and ShipManagement has or operates pursuant toassets, or at the Closing Time as presently conducted and used, and each Date of Delivery will such Governmental Approvals is valid, subsisting and in full force and effect, except where the failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notGovernmental Approvals, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Monsoon Material Adverse Effect; . The operation of the business of Monsoon and its Subsidiaries as currently conducted is not, and has not been since January 1, 2014, in violation of, nor is Monsoon or its Subsidiaries in default or violation under, any Governmental Approval (except for such past violation or default as set forth in the Registration Statement, the General Disclosure Package has been remedied and the Prospectus (and any documents incorporated by reference thereinimposes no continuing obligations or costs on Monsoon or its Subsidiaries), each and, to the knowledge of the Partnership Entities and ShipManagement hasMonsoon, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or the lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such Permitterm, condition or provision of any Governmental Approval, except for where such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notviolation of such Governmental Approval, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Monsoon Material Adverse Effect. There are no actions pending or, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitiesknowledge of Monsoon, taken as threatened, that seek the revocation, cancellation or modification of any Governmental Approval, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeMonsoon Material Adverse Effect. Since January 1, 2014, neither Monsoon nor its Subsidiaries have received or been subject to any written notice, charge, claim or assertion, or to the knowledge of Monsoon, any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Governmental Approval, nor to the knowledge of Monsoon, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a Monsoon Material Adverse Effect.

Permits. Each of the Partnership Entities Entities, Bison, Great Lakes, GTN, NBPC, North Baja and ShipManagement Tuscarora has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Final Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Final Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if permits the failure of which to have obtained would not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, reasonably be expected a material adverse effect upon the ability of the Partnership Entities, Bison, Great Lakes, GTN, NBPC, North Baja or Tuscarora to have a Material Adverse Effect; except conduct their businesses in all material respects as set forth in currently conducted and as contemplated by the Registration Statement, the General Pricing Disclosure Package and the Final Prospectus (and any documents incorporated by reference therein), to be conducted; each of the Partnership Entities and ShipManagement hasEntities, Bison, Great Lakes, GTN, NBPC, North Baja or at each Date of Delivery will have, Tuscarora has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date permits and no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure failures to fulfill or perform any material obligations, any non-renewals, non-issuesperform, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect, and none material adverse effect upon the ability of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken Bison, Great Lakes, GTN, NBPC, North Baja or Tuscarora to conduct their businesses in all material respects as a wholecurrently conducted and as contemplated by the Pricing Disclosure Package and the Final Prospectus to be conducted, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Final Prospectus.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Sarg and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, xxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local maintain such Permit individually or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statementaggregate, the General Disclosure Package has not had and the Prospectus (and any documents incorporated by reference therein)would not reasonably be expected to have, subject a Sarg Material Adverse Effect. Except as would not reasonably be expected to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, reasonably be expected to have a Sarg Material Adverse Effect; , (i) the operation of the business of Sarg and its Subsidiaries as currently conducted is not, and has not been since January 1, 2015, in violation of, nor is Sarg or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as set forth in the Registration Statement, the General Disclosure Package has been remedied and the Prospectus (and any documents incorporated by reference thereinimposes no continuing obligations or costs on Sarg or its Subsidiaries), each and (ii) to the Knowledge of the Partnership Entities and ShipManagement hasSarg, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or the lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sarg, threatened, that seek the revocation, cancellation or modification of any Permit, except for where such failure to fulfill revocation, cancellation or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notmodification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Sarg Material Adverse Effect. Since January 1, and none 2015, neither Sarg nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Sarg, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeSarg Material Adverse Effect.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Schedule 3.13 sets forth all material certificates, licenses, franchisespermits, concessions, certificates authorizations and authorizations approvals (“Permits”) of, and has issued or will have made all applicable declarations and filings with, all Federal, provincial, state, local granted to a Contributed Company or foreign governmental Subsidiary thereof as of the date hereof. All Permits set forth or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary required to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in Schedule 3.13 are (i) validly held by a Contributed Company or Subsidiary thereof, (ii) the Registration Statementapplicable Contributed Company or Subsidiary thereof is in compliance, in all material respects, with all terms and conditions thereof and (iii) since the General Disclosure Package and the Prospectus Relevant Date or which notice remains unresolved in any material respect, no Contributor or Contributed Company or Subsidiary thereof has received written notice of any Proceeding relating to: (and a) any documents incorporated by reference thereinactual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit; or (b) and any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; except in each case above for such Consents, Permits, declarations non-compliance that has not had and filings that, if would not obtained or operated pursuant reasonably be expected to or made, would notresult, individually or in the aggregate, reasonably be expected in a material liability to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none Contributed Company. None of such Permits contains will be subject to revocation, withdrawal, suspension, termination, nonrenewal or modification as a result of the execution and delivery of this Agreement or any restriction that is materially burdensome Ancillary Agreement or the consummation of the Transactions. The Contributed Companies and Subsidiaries thereof possess all material Permits required to own or hold under lease and operate their respective assets and to conduct the business of Contributed Companies, their Subsidiaries and the Contributed Businesses as currently conducted. Notwithstanding anything to the Partnership Entitiescontrary in this Section 3.13, taken as a wholethe provisions of this Section 3.13 shall not apply to the matters discussed in Section 3.17 and Section 3.19.

Permits. Each Seller has all material Permits required for it to own, lease and operate the Assets and for the conduct and operation of the Partnership Entities Business as currently conducted and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, operated by such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofSeller, and has or will have made all applicable declarations such Permits are valid and filings within full force and effect. Each Seller is in compliance in all material respects with all such Permits and has, within the last (3) years, been in compliance in all Federalmaterial respects with such Permits, provincialexcept, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsin each case, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in (a) impair or delay the Registration Statementtransactions contemplated by this Agreement, (b) adversely impact the General Disclosure Package and ownership or use of, or run with, follow or encumber, any Station Property or Asset following the Prospectus Closing or (and any documents incorporated by reference therein), each c) adversely affect Buyers’ ownership or operation of the Partnership Entities and ShipManagement hasBusiness or Assets following the Closing. Sellers have not received any written, or at each Date to the Knowledge of Delivery will haveSellers oral, fulfilled (i) currently outstanding and performed all its unremedied or uncured notice of suspension, cancellation, adverse modification, revocation, nonrenewal or termination relating to any of such Permits or (ii) notice, order, complaint or other communication claiming the existence of any material obligations with respect violation under any of such Permits, which material violation has not been cured or otherwise remedied, and to such applicable Permits which are or will be due to have been fulfilled and performed by such date and the Knowledge of Sellers no other event has occurred that would prevent the Permits from being renewed that, with or reissued or that allows, or after without notice or lapse of time or both, would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectresult in the revocation, and none suspension, lapse or limitation of any such Permits contains material Permits, except, in each case, as would not reasonably be expected to (A) impair or delay the transactions contemplated by this Agreement, (B) adversely impact the ownership or use of, or run with, follow or encumber, any restriction that Station Property or Asset following the Closing or (C) adversely affect Buyers’ ownership or operation of the Business or Assets following the Closing. This Section 3.7 does not relate to Tax matters (which is materially burdensome to the Partnership Entities, taken as a wholesubject of Section 3.4) or environmental matters (which is the subject of Section 3.8).

Permits. Each of Except as set forth in Schedule 3.12(b), the Partnership Acquired Company Entities have obtained, and ShipManagement has or operates pursuant toat all time since January 1, or at the Closing Time and each Date of Delivery will 2015 have or will operate pursuant toheld, such permits, Consents (as defined above)all certificates, licenses, franchisespermits, concessionsregistrations, certificates authorizations and authorizations approvals made or issued pursuant to or under, or required by, Laws (“Permits”) ofnecessary to own, occupy and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsuse, as are necessary to own or lease its properties applicable, their respective assets and to conduct its business in operate their respective businesses, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject failure to have such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have adversely affect in any material respects the operation of the Acquired Company Entities as presently conducted or proposed to be conducted (each a “Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinPermit”), and (i) each such Material Permit is valid and in full force and effect, (ii) the Acquired Company Entities are in compliance with the terms and requirements of each such Material Permit, except where the failure to be in compliance would not reasonably be expected to adversely affect in any material respects the operation of the Partnership Acquired Company Entities as currently conducted or proposed to be conducted, and ShipManagement has(iii) no Acquired Company Entity has received, at any time since January 1, 2015, any written notice from any Governmental Authority regarding any violation of or failure to comply with any term or requirement of any Material Permit, which violation or failure to comply would reasonably be expected to be material to the Acquired Company Entities, taken as a whole. There is no, and since January 1, 2015 there has been no, revocation, withdrawal, suspension, cancellation, termination of, modification to or nonrenewal of any Material Permit pending, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment Knowledge of the rights of the holder of any such PermitAcquired Companies, threatened, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments withdrawals, suspensions, cancellations, terminations, modifications or nonrenewals undertaken by the Acquired Company Entities or that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome be material to the Partnership Acquired Company Entities, taken as a whole.

Permits. Each of the Partnership Entities Copano Parties has, and ShipManagement has or operates pursuant to, or at the Closing Time Date and each Date of Delivery any Option Closing Date, will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) therein and except for such Consents, Permits, declarations and filings thatpermits which, if not obtained or operated pursuant obtained, could not reasonably be expected to or made, would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement Copano Parties has, or and at each the Closing Date of Delivery and any Option Closing Date will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, none of such Permits contains permits contains, or at the Closing Date and any Option Closing Date will contain, any restriction that is materially burdensome to the Partnership Entities, taken Copano Parties considered as a whole.

Permits. Each of the Partnership Entities Except as set forth in Schedule 3.15(i), (a) Seller and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such its Subsidiaries possess all governmental permits, Consents (as defined above)franchises, approvals, orders, authorizations, consents, licenses, certificates, franchises, concessionsexemption of, certificates or filings or registrations with, or issued by, any Governmental Authority, a true, correct and authorizations complete list of which that are material to the Business is set forth on Schedule 3.15(ii) (other than Liquor Licenses, the “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (Liquor Licenses, necessary for the ownership, lease and any documents incorporated by reference therein), subject to such qualifications as may be set forth in use of the Registration Statement, the General Disclosure Package Purchased Assets and the Prospectus (and any documents incorporated by reference therein) and operation of the Business as currently conducted or ownership of the Purchased Assets, except for when the failure to possess such Consents, Permits, declarations and filings that, if Permit or Liquor License would not obtained or operated pursuant to or made, would notreasonably be expected, individually or in the aggregate, to result in a material Liability to the Business or otherwise interfere in any material respect with the conduct of the Business as currently conducted; (b) all such Permits and Liquor Licenses are in full force and effect, and there are no lawsuits or other proceedings pending or, to the knowledge of Seller, threatened in writing before any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof, except as would not, and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notto, individually or in the aggregate, result in material Liability to the Business or otherwise interfere in any material respect with the conduct of the Business as currently conducted; (c) neither Seller nor any of its Subsidiaries is in breach or default, and, to the knowledge of Seller, no condition exists that with or without notice or lapse of time or both would constitute a breach or default, under the Permits and the Liquor Licenses, except for defaults that would not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, material Liability to the Business and (d) none of such Permits contains or Liquor Licenses held by Seller and its Subsidiaries for the Business are shared with, used by or held for any restriction that is materially burdensome to of the Partnership Entities, taken as a wholeRetained Businesses.

Permits. Each Except as disclosed in the “Environmental Considerations and Permitting” and “Legal Proceedings” sections of the Partnership Entities and ShipManagement has or operates pursuant toCompany’s Annual Report on 10-K for the fiscal year ended December 31, or at 2009 (the Closing Time “2009 Form 10-K”), the Company and each Date of Delivery will have or will operate pursuant toits Subsidiaries has all requisite corporate power and authority, such permitsand all necessary authorizations, Consents (as defined above)approvals, consents, orders, licenses, franchisescertificates, concessions, certificates registrations and authorizations (“Permits”) ofpermits of and from, and has or will have made all applicable required declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authoritiesbodies or any other person or entity, including, without limitation, the Nuclear Regulatory Commission (“NRC”), the Department of Energy (“DOE”) and the Occupational Safety and Health Administration (“OSHA”), the State of Texas Commission on Environmental Quality and any other governmental or regulatory body, person or entity having jurisdiction (including, without limitation, any such body, person or entity having jurisdiction over any mining or milling related activity) and any tribe or nation with respect to Indian Country (as such term is defined in the Glossary of the Company’s 2009 Form 10-K), all self-regulatory organizations and all courts and other tribunalstribunals (collectively, the “Permits”), to own, lease, license, work, develop, explore and use its assets and properties (including, without limitation, surface and mineral licenses, usage rights and water rights), as are necessary to own or lease its properties applicable, and to conduct its business business, all of which are valid and in full force and effect, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to lack of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package . The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its Subsidiaries has fulfilled and performed in all material respects all of its material obligations with respect to such applicable Permits which are or will be due Permits, including, without limitation, requirements to have been fulfilled obtain sufficient financial assurances, pay required fees and/or taxes and performed by otherwise maintain the validity of such date Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any such PermitCompany thereunder. Except as may be required under the Securities Act and state and foreign Blue Sky laws, except for such failure no other Permits are required to fulfill or enter into, deliver and perform any material obligations, any non-renewals, non-issues, revocations, terminations this Agreement and impairments that would not, individually or in to issue and sell the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeSecurities.

Permits. Each To the knowledge of such counsel, the Company and each of the Partnership Entities and ShipManagement Valero MLP Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statementmost recent Preliminary Prospectus, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Valero MLP Parties has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Company and the Selling Unitholders set forth in the Underwriting Agreement and upon certificates of officers and employees of the Company and the Selling Unitholders and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and none that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such Permits contains counsel shall state that they have participated in conferences with officers and other representatives of the Company and the independent registered public accounting firms of the Company and your representatives, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any restriction that is materially burdensome responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the Partnership Entitiesextent specified in the foregoing opinion), taken as a whole.based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:

Permits. Each Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Loan Parties has obtained and ShipManagement hasholds all Permits required as of the date this representation is deemed made in respect of all Real Estate and for any other Property otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of its Permitted Businesses, (ii) all such Permits are in full force and effect, and each Date of Delivery will have, fulfilled the Loan Parties has performed and performed observed all its material obligations with respect requirements of such Permits (to such applicable Permits which are or will the extent required to be due to have been fulfilled and performed by such the date and this representation is deemed made), (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, that are burdensome to any of the Loan Parties, or to the operation of its Permitted Business or any Property owned, leased or otherwise operated by such Person, (v) the Borrower has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit, and (vi) each of the Loan Parties reasonably believes that each such Permit will be expected timely renewed and complied with, without undue expense or delay, and that any Permit not required to have a Material Adverse Effect, and none been obtained by the date this representation is deemed made that may be required of such Permits contains any restriction Person is of a type that is materially burdensome to routinely granted on application and compliance with the Partnership Entitiesconditions of issuance (such conditions being ministerial or of a type satisfied in the ordinary course of business, taken as a wholewithout undue expense or delay) and will be timely obtained and complied with, without undue expense or delay.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Mortgaged Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsMortgaged Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower and its Restricted Subsidiaries are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (Borrower and any documents incorporated by reference therein), the relevant Restricted Subsidiaries presently hold all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2017, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none of all other filings required to have been made with respect to each such Permits contains any restriction that is materially burdensome to Permit have been duly made on a timely basis with the Partnership Entities, taken as a wholeappropriate Governmental Authority.

Permits. Each To the knowledge of such counsel, each of the Partnership Entities and ShipManagement Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statement, the General Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the lack of any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities Parties and ShipManagement has, or at each Date of Delivery will have, Principal Subsidiaries has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Partnership Parties set forth in this Agreement and upon certificates of officers and employees of the Partnership Parties and upon information obtained from public officials, (ii) assume that all documents submitted to her as originals are authentic, that all copies submitted to her conform to the originals thereof, and none that the signatures on all documents examined by her are genuine, (iii) state that her opinion is limited to matters governed by the federal laws of the United States of America, the Delaware LP Act, the Delaware LLC Act, the DGCL and the laws of the State of Texas. In addition, such Permits counsel shall state that she has participated in conferences with officers and other representatives of the Partnership, the independent registered public accounting firm of the Partnership, your counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel has not independently verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the basis of the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that (A) the Registration Statement, as of the latest Effective Time, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date and as of the Delivery Date, contained or contains an untrue statement of a material fact or omitted or omits to state any restriction material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that is materially burdensome such counsel expresses no opinion, statement or belief in this letter with respect to (i) the financial statements and notes and schedules thereto and the auditor’s report thereon or other financial or accounting data included or incorporated by reference in or excluded from the Registration Statement, the Prospectus or the Pricing Disclosure Package and (ii) representations and warranties and other statements of fact included in the exhibits to the Partnership Entities, taken as a wholeRegistration Statement.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2013, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and none except as set forth in ‎Section 3.19‎(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits contains any restriction that is materially burdensome Permits; and (iii) all applications required to have been filed for the Partnership Entitiesrenewal of each such Permit have been duly filed on a timely basis with the appropriate Governmental Authority, taken as and all other filings required to have been made with respect to each such Permit have been duly made on a wholetimely basis with the appropriate Governmental Authority.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time AmSurg and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, xxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a an AmSurg Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, an AmSurg Material Adverse Effect, (i) the operation of the business of AmSurg and its Subsidiaries as currently conducted is not, and has not been since January 1, 2013, in violation of, nor is AmSurg or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on AmSurg or its Subsidiaries), and (ii) to the Knowledge of AmSurg, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of AmSurg, threatened, that seek the revocation, suspension, cancellation or modification of any Permit, except where such revocation, suspension, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have a have, an AmSurg Material Adverse Effect. Since January 1, and none 2013, neither AmSurg nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of AmSurg, taken as a wholehas any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, an AmSurg Material Adverse Effect.

Permits. Each of the Partnership Teekay Entities has, and ShipManagement has or operates pursuant to, or at upon the Closing Time and each Date consummation of Delivery the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or has, and upon the consummation of the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have have, made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date and upon the consummation of Delivery the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Velodyne and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, exemptions, orders, xxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Velodyne Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Velodyne Material Adverse Effect, (i) the operation of the business of Velodyne and its Subsidiaries as currently conducted is not, and has not been since October 1, 2020, in violation of, nor is Velodyne or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Velodyne or its Subsidiaries), and (ii) to the Knowledge of Velodyne, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Velodyne, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Velodyne Material Adverse Effect. Since October 1, and none 2020, neither Velodyne nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Velodyne, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeVelodyne Material Adverse Effect.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth Effect (or, in the Registration Statementcase of Environmental Permits, result in the payment of a Material Environmental Amount): (i) each of Holdings, the General Disclosure Package Borrower and the Prospectus (Borrower's Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any documents incorporated other property otherwise operated by reference therein)or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each of Holdings, the Partnership Entities Borrower and ShipManagement hasthe Borrower's Subsidiaries has performed and observed all requirements of such Permits, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to Holdings, the Partnership EntitiesBorrower or any of the Borrower's Subsidiaries, taken as a wholeor to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Holdings, the Borrower and the Borrower's Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) none of Parent, Holdings or the Borrower has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

Permits. Each Except with respect to any Permits the failure of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary which to own or lease its properties and to conduct its business be in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if effect could not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except , (a) each Loan Party has obtained and holds all Permits required as set forth of the date on which this representation and warranty is made in respect of (i) all Real Property and for any other property otherwise operated by or on behalf of, or for the Registration Statementbenefit of, such Person, (ii) the construction, development, ownership and operation of the Project (in each case as contemplated under the Loan Documents, the General Disclosure Package Project Documents and the Prospectus (Plans and any documents incorporated by reference thereinSpecifications), and (iii) the operation of each of the Partnership Entities such Person’s businesses, in each case, as presently conducted, (b) all such Permits are in full force and ShipManagement haseffect, or at and each Date Loan Party has performed and observed all requirements of Delivery will havesuch Permits, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and (c) no event has occurred that would prevent the Permits from being renewed allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (d) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, that are burdensome to any Loan Party, to the operation of any of its businesses as currently conducted (or currently proposed to be conducted), to the financing contemplated under the Loan Documents, or to the development, construction, ownership or operation of the Project (in each case, as contemplated under the Loan Documents, the Project Documents and the Plans and Specifications), or to the operation of any other property owned, leased or otherwise operated by such Person, (e) the Borrower has no knowledge that any Governmental Authority is considering limiting, suspending, revoking or renewing on burdensome terms any such Permit and (f) each Loan Party reasonably believes that each such Permit will be expected to have a Material Adverse Effecttimely renewed and complied with, without unreasonable expense, and none that any additional Permits that may be required of such Permits contains any restriction that is materially burdensome to the Partnership EntitiesPerson will be timely obtained and complied with, taken as a wholewithout unreasonable expense.

Permits. Each (a) Holdings and each Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . The use being made of each Mortgaged Property is in conformity with the certificate of occupancy issued for such Mortgaged Property, to the extent applicable (except as set forth in to the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of extent any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would could not, either individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, ). All Gaming Permits required to be held by Holdings and none the Subsidiaries are current and in good standing and Holdings and the relevant Subsidiaries presently hold all Gaming Permits necessary for the continued operation of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken each Hotel/Casino Facility as a wholenon-restricted gaming facility.

Permits. Each The Indigo Group Companies have all required Governmental Approvals necessary for the conduct of their business and the Partnership Entities use of their properties and ShipManagement has or operates pursuant toassets, or at the Closing Time as presently conducted and used, and each Date of Delivery will such Governmental Approvals is valid, subsisting and in full force and effect, except where the failure to have or will operate pursuant to, maintain such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notGovernmental Approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a an Indigo Material Adverse Effect; . The operation of the business of the Indigo Group Companies as currently conducted is not, and has not been since January 1, 2014, in violation of, nor is any Indigo Group Company in default or violation under, any Governmental Approval (except for such past violation or default as set forth in has been remedied and imposes no continuing obligations or costs on the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinIndigo Group Companies), each and, to the knowledge of the Partnership Entities and ShipManagement hasIndigo Parent, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowswhich, or after with notice or the lapse of time or both, would allow, revocation constitute a default or termination thereof or results or would result in any impairment of the rights of the holder violation of any such Permitterm, condition or provision of any Governmental Approval, except for where such failure to fulfill default or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notviolation of such Governmental Approval, individually or in the aggregate, has not had and would not reasonably be expected to have a have, an Indigo Material Adverse Effect. There are no actions pending or, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entitiesknowledge of Indigo Parent, taken as a wholethreatened, that seek the revocation, cancellation or modification of any Governmental Approval, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect. Since January 1, 2014, no Indigo Group Company has received or been subject to any written notice, charge, claim or assertion, or to the knowledge of Indigo Parent, any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Governmental Approval, nor to the knowledge of Indigo Parent, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect.

Permits. Each Set forth in Schedule 3.13(b) hereto, is a complete and accurate list of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesapprovals, concessions, certificates franchises and authorizations issued by 33 33 Governmental Authorities (“collectively the "Permits”) of"), held by each of the Companies in connection with the Business. To the knowledge of each of the Companies and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in each of the manner described in the Registration StatementStockholders, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be Permits set forth in Schedule 3.13(b) hereto are all the Registration StatementPermits required for the Companies to conduct the Business, except where the General Disclosure Package failure to have any such Permits has not had or would not be reasonably expected to have a Material Adverse Effect. All the Permits set forth in Schedule 3.13(b) hereto are in full force and effect, except where the Prospectus (and failure to have any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits has not obtained had or operated pursuant to or made, would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; except as set forth in . No action or proceeding looking to or contemplating the Registration Statementrevocation or suspension of any such Permit is pending or, to the General Disclosure Package and knowledge of either of the Prospectus (and Companies or any documents incorporated by reference therein)of the Stockholders, threatened. To the knowledge of each of the Partnership Entities Companies and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights Stockholders, there are no existing state of facts which would constitute a default by either of the holder of Companies under any such Permit, except for such failure to fulfill defaults which have not had or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, not be reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.13(b) hereto, the consummation of the transactions contemplated hereby will not affect the continuation, validity or effectiveness of the Permits set forth in Schedule 3.13(b) hereto, or require the consent of any Governmental Authority or Person. Schedule 3.13(b) hereto identifies each Permit which is not legally transferable and none each of the Companies shall use their respective reasonable efforts to obtain on or prior to the Closing Date all required consents to make available to the Purchaser the full benefits of such Permits contains any restriction that is materially burdensome to as of the Partnership Entities, taken as a wholeClosing Date.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Schedule 3,13 sets forth all material certificates, licenses, franchisespermits, concessions, certificates authorizations and authorizations approvals (“Permits”) of, and has issued or will have made all applicable declarations and filings with, all Federal, provincial, state, local granted to the Companies or foreign governmental a Company Subsidiary. All Permits set forth or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary required to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in Schedule 3.13, including those required for servicing of the Registration StatementFinance Contracts, are validly held by the Companies or a Company Subsidiary, and the applicable Company or Company Subsidiary is in compliance, and since January 1, 2015 has complied, in all material respects with all terms and conditions thereof. Since January 1, 2015, none of Sellers, the General Disclosure Package Companies and the Prospectus Company Subsidiaries has received written notice of any Proceeding relating to (i) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit. No event has occurred since January 1, 2015 and, to the Knowledge of Sellers and any documents incorporated by reference thereinthe Companies, no circumstance exists that (with or without notice or lapse of time, or both) and except for such Consents, Permits, declarations and filings that, if not obtained (i) constitute or operated pursuant to or made, would not, individually or in the aggregate, could reasonably be expected to have result, directly or indirectly, in a Material Adverse Effect; except as set forth violation of, or a failure to comply with, any term or requirement of any such Permit or (ii) could reasonably be expected to result, directly or indirectly, in the Registration Statementrevocation, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)withdrawal, each of the Partnership Entities and ShipManagement hassuspension, cancellation, termination, nonrenewal or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder modification of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected . All applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Entity, and none all other Filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Entity. None of such Permits contains any restriction that is materially burdensome will be subject to the Partnership Entitiesrevocation, taken withdrawal, suspension, termination, nonrenewal or modification as a wholeresult of the execution and delivery hereof or any Ancillary Agreement or the consummation of the Transactions. The Companies and the Company Subsidiaries possess all material Permits to own or hold under lease and operate their respective assets and to conduct the business of the Companies and the Company Subsidiaries as currently conducted, including those required for servicing of the Finance Contracts.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2015, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (x) any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Permit or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Company’s Knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (x) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (y) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none of all other filings required to have been made with respect to each such Permits contains any restriction that is materially burdensome to Permit have been duly made on a timely basis with the Partnership Entities, taken as a wholeappropriate Governmental Authority.

Permits. Each To the knowledge of such counsel, the Company and each of the Partnership Entities and ShipManagement Valero MLP Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statement, the General Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Valero MLP Parties has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Company and the Selling Unitholders set forth in the Underwriting Agreement and upon certificates of officers and employees of the Company and the Selling Unitholders and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and none that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such Permits contains counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent registered public accounting firm of the Company, your counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel has not independently verified and is not passing upon, and does not assume any restriction responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the basis of the foregoing, no facts have come to such counsel's attention that is materially burdensome lead such counsel to the Partnership Entities, taken as a whole.believe that:

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Sirona and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, bixxxxxx xnd authorizations and authorizations similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Sirona Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Sirona Material Adverse Effect, (i) the operation of the business of Sirona and its Subsidiaries as currently conducted is not, and has not been since June 30, 2012, in violation of, nor is Sirona or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Sirona or its Subsidiaries), and (ii) to the Knowledge of Sirona, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sirona, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Sirona Material Adverse Effect. Since June 30, and none 2012, neither Sirona nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Sirona, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeSirona Material Adverse Effect.

Permits. Each of the Partnership MarkWest Entities has, and ShipManagement has or operates pursuant to, or at the Closing Time each Settlement Date and each Date Time of Delivery hereunder will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities ("permits") as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statement, the Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred following that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, both before and none after consummation of the Acquisition: (i) each of Holdings, the Borrower and its Subsidiaries has obtained and holds all Permits required for all Real Estate and any other Property owned, leased, operated or otherwise occupied by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect and not subject to appeal, and each of Holdings, the Borrower and its Subsidiaries is in full compliance with all requirements of such Permits, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, non-renewal, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contains contain any restriction restrictions, either individually or in the aggregate, that is are materially burdensome to Holdings, the Partnership EntitiesBorrower or any of its Subsidiaries, taken as a wholeor to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Holdings, the Borrower and its Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) neither Holdings nor the Borrower has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

Permits. Each of the Partnership Entities Company and ShipManagement has or operates pursuant toits Subsidiaries owns, holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made possesses all material Permits required by applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as Law that are necessary for it to own or lease own, lease, operate and otherwise use its properties and assets and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Business as such assets and properties and the Prospectus Business are currently owned, leased, operated, used and conducted and proposed to be conducted. Schedule 4.11 sets forth a correct list of all such Permits. All such Permits are valid and in full force and effect, and (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereini) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities Company and ShipManagement hasits Subsidiaries, or at each Date of Delivery will haveall times since January 1, fulfilled and 2017, have performed all its of their respective material obligations under such Permits, (ii) each of the Company and its Subsidiaries at all times since January 1, 2017 has been, and is currently in compliance with all requirements to maintain such Permits and is not in default or violation in any material respect to of such applicable Permits which are or will be due to have been fulfilled and performed by such date and Permits, (iii) no event has occurred that would prevent be expected to result in the Permits from being renewed or reissued or that allowswithdrawal, revocation, suspension, limitation, termination, modification, impairment, or after non-renewal of, or any other adverse modification to, any Permit, and (iv) all applications required to have been filed for the renewal of each Permit have been duly filed on a timely basis with the appropriate Governmental Authority and all other filings required to have been made with respect to each Permit have been duly made on a timely basis with the appropriate Governmental Authority. In addition, none of the Company and its Subsidiaries have received any notice or lapse communication from any Governmental Authority (a) indicating or alleging that the Company or any of time would allowits Subsidiaries do not possess any Permit required to own, revocation lease, operate and otherwise use its properties and assets or termination thereof to conduct the Business as currently conducted or results (b) threatening or would result in seeking to withdraw, revoke, suspend, limit, terminate, impair, not renew, or otherwise adversely modify any impairment of the rights Company’s or its Subsidiaries’ Permits. None of the holder of any such PermitCompany’s Permits will be subject to withdrawal, except for such failure to fulfill or perform any material obligationsrevocation, any non-renewalssuspension, limitation, termination, modification, impairment, non-issues, revocations, terminations and impairments that would not, individually renewal or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken other adverse modification as a wholeresult of the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

Permits. Each of the Partnership Seanergy/BET Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all FederalU.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Seanergy/BET Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Seanergy/BET Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Sirona and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, bxxxxxxx and authorizations and similar rights (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and has each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to maintain such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notPermit, individually or in the aggregate, has not had and would not reasonably be expected to have a Sirona Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will would not reasonably be expected to have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Sirona Material Adverse Effect, (i) the operation of the business of Sirona and its Subsidiaries as currently conducted is not, and has not been since June 30, 2012, in violation of, nor is Sirona or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Sirona or its Subsidiaries), and (ii) to the Knowledge of Sirona, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sirona, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Sirona Material Adverse Effect. Since June 30, and none 2012, neither Sirona nor its Subsidiaries have received written notice of such Permits contains any restriction that is materially burdensome charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Partnership EntitiesKnowledge of Sirona, taken as has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeSirona Material Adverse Effect.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), a) each of the Partnership Entities Borrower, Capital, the Parent Guarantor and ShipManagement hasthe Parent Guarantor's Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of each Date of Delivery will haveits businesses as presently conducted and as proposed to be conducted, fulfilled (b) all such Permits are in full force and effect, and each of the Borrower, Capital, the Parent Guarantor and the Parent Guarantor's Subsidiaries has performed and observed all its material obligations with respect to requirements of such applicable Permits which are or will be due to have been fulfilled and performed by such date and Permits, (c) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (d) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to the Partnership EntitiesBorrower, taken as a wholeCapital, the Parent Guarantor or any of the Parent Guarantor's Subsidiaries, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each of the Borrower, Capital, the Parent Guarantor and the Parent Guarantor's Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (f) neither the Borrower nor the Parent Guarantor has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

Permits. Each of the Partnership Teekay Entities has, and ShipManagement has or operates pursuant to, or at upon the Closing Time and consummation of the transactions contemplated by the Purchase Agreement each Date of Delivery the Acquired Subsidiaries will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or has, and upon the consummation of the transactions contemplated by the Purchase Agreement each of the Acquired Subsidiaries will have have, made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at and upon the consummation of the transactions contemplated by the Purchase Agreement each Date of Delivery the Acquired Subsidiaries will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time GSM and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates and registrations, approvals, exemptions, clearances, bixxxxxx xnd authorizations (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or maintain such Permit individually or in the aggregate, has not had and would not reasonably be expected to have, a GSM Material Adverse Effect. The operation of the business of GSM and its Subsidiaries as currently conducted is not, and has not been since January 1, 2012, in violation of, nor is GSM or will have made all applicable declarations and filings withits Subsidiaries in default or violation under, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus any Permit (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentspast violation or default as has been remedied and imposes no continuing obligations or costs on GSM or its Subsidiaries), Permitsand, declarations and filings thatto the Knowledge of GSM, if not obtained no event has occurred which, with notice or operated pursuant to the lapse of time or madeboth, would notconstitute a default or violation of any term, condition or provision of any Permit, except where such default or violation of such Permit, individually or in the aggregate, has not had and would not reasonably be expected to have have, a GSM Material Adverse Effect; except as set forth in . There are no actions pending or, to the Registration StatementKnowledge of GSM, threatened, that seek the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)revocation, each of the Partnership Entities and ShipManagement has, cancellation or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder modification of any such Permit, except for where such failure to fulfill revocation, cancellation or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notmodification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a GSM Material Adverse Effect. Since January 1, and none of such Permits contains 2012, neither GSM nor its Subsidiaries have received or been subject to any restriction that is materially burdensome written notice, charge, claim or assertion, or to the Partnership EntitiesKnowledge of GSM, taken as any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Permit, nor to the Knowledge of GSM, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeGSM Material Adverse Effect.

Permits. Each of the Partnership Entities Company, Xxxxxx, Xxxxxxxxx, Xxxxxxxxx and ShipManagement has or operates pursuant tothe Manager has, or at the Closing Time time of purchase and each Date additional time of Delivery purchase will have or will operate pursuant tohave, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federalfederal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus (and any documents incorporated by reference therein)Permitted Free Writing Prospectuses, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) therein and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus (and any documents incorporated by reference therein)Permitted Free Writing Prospectuses, each of the Partnership Entities Company, Xxxxxx, Xxxxxxxxx, Alexander and ShipManagement the Manager has, or at the time of purchase and each Date additional time of Delivery purchase will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership EntitiesCompany, taken as a whole.Xxxxxx, Xxxxxxxxx or Xxxxxxxxx;

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities ("permits") as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Preliminary Offering Memorandum and the Prospectus (and any documents incorporated by reference therein)Offering Memorandum, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package Preliminary Offering Memorandum and the Prospectus (and any documents incorporated by reference therein) Offering Memorandum and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statement, reasonable judgment of the General Disclosure Package and Partner to be obtained, as necessary, in the Prospectus (and any documents incorporated by reference therein), ordinary course of business subsequent to the date hereof; each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Preliminary Offering Memorandum and the Offering Memorandum and no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Preliminary Offering Memorandum and the Offering Memorandum, none of such Permits permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (Except as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in Section 3.17 (provided, however, that any such matters set forth therein could not, in the Registration Statementjudgment of the Borrower, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereinreasonably be expected to have a Material Adverse Effect) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant other than exceptions to or made, would any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement: (i) each of Holdings, the General Disclosure Package Borrower and the Prospectus (Borrower's Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any documents incorporated other property otherwise operated by reference therein)or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of Holdings, the Partnership Entities Borrower and ShipManagement hasthe Borrower's Subsidiaries has performed and observed all requirements of such Permits, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and (iii) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to Holdings, the Partnership EntitiesBorrower or any of the Borrower's Subsidiaries, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Holdings, the Borrower and the Borrower's Subsidiaries reasonably believes that the Permits necessary for the operation of its Oil and Gas Business, taken as a whole, will be renewed and complied with and that any additional permits necessary for the operation of its Oil and Gas Business, taken as a whole, will be obtained and complied with.

Permits. Each There are no material Permits that are required or will become required under existing Legal Requirements by any Loan Party or any Contractor for the ownership, development, construction, financing or operation of the Partnership Entities Projects, other than: (a) with respect to the Phase I Project, the Permits described in Exhibit J-1 and ShipManagement has or operates pursuant to(b) with respect to the Phase II Project, or at from and after the Closing Time Phase II Approval Date, Exhibit J-2. Exhibit J-1 and, from and after the Phase II Approval Date, the Permits described in Exhibit J-2 accurately state the stage in construction by which each Date of Delivery will have or will operate pursuant tosuch Permit is required to be obtained. Each material Permit described in Exhibit J-1 and, such permitsfrom and after the Phase II Approval Date, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunalsExhibit J-2, as are necessary required to own be obtained by the date that this representation is deemed to be made is in full force and effect and is not at such time subject to any appeals or lease its properties further proceedings or to any unsatisfied condition (that is required to be satisfied by the date that this representation is deemed to be made) that could reasonably be expected to materially and adversely modify any material Permit, to conduct its business in revoke any material Permit, to restrain or prevent the manner construction or operation of the Projects or otherwise impose adverse conditions on the Projects or the financing contemplated under the Financing Agreements. Each material Permit described in Exhibit J-1 and, from and after the Registration StatementPhase II Approval Date, Exhibit J-2, as not required to have been obtained by the General Disclosure Package and the Prospectus date that this representation is deemed to be made (other than Gaming/Liquor Licenses and any documents incorporated massage or second-hand dealer licenses to be issued by reference therein)Xxxxx County) is of a type that is routinely granted on application and compliance with the conditions for issuance. The Company has no reason to believe that any material Permit so indicated will not be obtained before it becomes necessary for the ownership, subject to development, construction, financing or operation of the Projects or that obtaining such qualifications as may be set forth Permit will result in undue expense or delay. Neither the Registration Statement, Company nor any of its Affiliates are in violation of any condition in any Permit the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, effect of which could reasonably be expected to have a Material Adverse Effect; except as set forth . Exhibit J-1 and Exhibit J-2 may be updated from time to time by the Company in response to changes in Legal Requirements and such updates shall be effective upon the Registration Statement, delivery of such updated exhibits to the General Disclosure Package Disbursement Agent and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeConstruction Consultant.

Permits. Each To the knowledge of such counsel, the Company and each of the Partnership Entities and ShipManagement Valero MLP Parties has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, Permits as are necessary under applicable law to own or lease its their properties and to conduct its business their businesses in the manner described in the Registration Statement, the General Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, Valero MLP Parties has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date the Permits, and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of or any such PermitPermits, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments of the foregoing that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Company and the Selling Unitholders set forth in the Underwriting Agreement and upon certificates of officers and employees of the Company and the Selling Unitholders and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and none that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such Permits contains counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent registered public accounting firm of the Company, your counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel has not independently verified and is not passing upon, and does not assume any restriction responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the basis of the foregoing, no facts have come to such counsel’s attention that is materially burdensome lead such counsel to the Partnership Entities, taken as a whole.believe that:

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant tothe Manager has, or at the Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement the Manager has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time Battery Point and each Date of Delivery will have or will operate pursuant toits subsidiaries has all authorizations, such permits, Consents (as defined above), licenses, certificates, grants, consents, variances, exemptions, orders, approvals, franchises, concessionscertifications and clearances of all Governmental Authorities necessary for Battery Point and each subsidiary to own, certificates and authorizations lease and, to the extent applicable, operate its properties or to conduct their respective businesses as they are being conducted as of the date hereof (collectively, the “Battery Point Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to have such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Battery Point Permits would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have be material to Battery Point and its subsidiaries, taken as a Material Adverse Effect; except as set forth in whole. Since January 1, 2018 (the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein“Applicable Date”), (a) the business of Battery Point and each of the Partnership Entities its subsidiaries has at all times maintained and ShipManagement hasbeen in compliance with all Battery Point Permits required to conduct their businesses as now being conducted; (b) there have been no breaches, violations of, or at defaults under any such Battery Point Permits by Battery Point or any of its subsidiaries; (c) each Date of Delivery will have, fulfilled such Battery Point Permit is and performed all its material obligations with respect to such applicable Permits which are or will be due to have has been fulfilled in full force and performed by such date effect and no event has occurred that would prevent the Permits from being renewed modification nor any termination, cancellation, revocation, suspension or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder non-renewal of any such PermitBattery Point Permit is pending or, except for such failure to fulfill the Knowledge of Battery Point, threatened; and (d) no event or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments occurrence exists that would not, individually or in the aggregate, reasonably be expected to have (with or without the lapse of time, giving of notice or both), directly or indirectly, (i) constitute or result in a Material Adverse Effectviolation of or a failure to comply with any material term or requirement of any Battery Point Permit, or (ii) result in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to any Battery Point Permit (and none no such notice regarding a possible violation, default or revocation of, any Battery Point Permit has been received by Battery Point or any of such Permits contains its subsidiaries) except, with respect to any restriction that is materially burdensome of the foregoing described in clause (a), (b), (c) or (d) above, as would not reasonably be expected to the Partnership Entitiesbe material to Battery Point and its subsidiaries, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement has Seller (a) owns, holds or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such possesses all permits, Consents (as defined above), licenses, franchises, concessionsapprovals, certificates and certifications, or authorizations required by any Governmental Entity for the conduct or operations of the Business, including, without limitation, those set forth on Section 3.22 of the Business Disclosure Schedule (collectively, the “Permits”), and (b) is not in violation of, and has or will have made all applicable declarations and filings withdefault under, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if except in each case as would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth materially adversely affected the Business. Seller has fulfilled and performed in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), all material respects its obligations under each of the Partnership Entities and ShipManagement hasPermits, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued condition or that allowsstate of facts exists which constitutes or, or after notice or lapse of time or both, would allowconstitute a material breach or default under any such Permit or which permits or, after notice or lapse of time or both, would permit, revocation or termination thereof of any material Permit, or results or would result in any impairment of which might adversely affect the rights of the holder Seller under any material Permit; no notice of cancellation, of default or of any such dispute concerning any material Permit, except or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to Seller; and each of the Permits is valid, subsisting and in full force and effect. No Permit will be revoked, terminated prior to its normal expiration date or not renewed solely as a result of the consummation of the transactions contemplated by this Agreement, except, in all cases, for such failure to fulfill any violation, default, revocation, termination or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments renewal that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, materially and none of such Permits contains any restriction that is materially burdensome to adversely affected the Partnership Entities, taken as a wholeBusiness.

Permits. Each Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred following that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, both before and none after consummation of the Acquisition: (i) each Loan Party has obtained and holds all Permits required for any property owned, leased or otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contains contain any restriction restrictions, either individually or in the aggregate, that is are materially burdensome to any Loan Party, or to the Partnership Entitiesoperation of any of its businesses or any property owned, taken as leased or otherwise operated by such Person, (v) no Loan Party has received any written notice that any of its Permits will not be timely renewed and complied with, without material expense, or that any additional Permits that may be required of such Person will not be timely obtained and complied with, without material expense and such renewal or compliance, in the aggregate, could reasonably be expected to have a wholeMaterial Adverse Effect and (vi) neither of the Parents nor the Borrower has any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any material Permit and such limitation, suspension, revocation or burdensome terms could reasonably be expected to have a Material Adverse Effect.

Permits. Each of Except as disclosed in the Partnership Entities Commission Documents, the Company and ShipManagement has or operates pursuant toits Subsidiaries have made all filings, or at the Closing Time applications and each Date of Delivery will have or will operate pursuant tosubmissions required by, such permitspossesses and is operating in compliance with, Consents (as defined above)all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority (“Permits”) ofincluding, and has without limitation, the FDA, the United States Drug Enforcement Administration or will have made all applicable declarations and filings withany other foreign, all Federalfederal, state, provincial, state, court or local or foreign governmental government or regulatory authorities, all authorities including self-regulatory organizations and all courts and other tribunalsengaged in the regulation of clinical trials, as are pharmaceuticals, biologics or biohazardous substances or materials) necessary to own for the ownership or lease its of their respective properties and or to conduct its business in the manner businesses as described in the Registration StatementCommission Documents (collectively, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein“Permits”), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such ConsentsPermits the failure of which to possess, obtain or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, declarations except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid and filings thatin full force and effect, if not obtained or operated pursuant to or made, would notexcept where any invalidity, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect; except as set forth in and neither the Registration StatementCompany nor any of its Subsidiaries has received any written notice relating to the limitation, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)revocation, each of the Partnership Entities and ShipManagement hascancellation, suspension, modification or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder non-renewal of any such PermitPermit which, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually singly or in the aggregate, reasonably be expected to if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable laws and none regulations of such Permits contains any restriction that is materially burdensome the FDA, the Company or the applicable Subsidiary has submitted to the Partnership Entities, taken as a wholeFDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will have or will operate pursuant toits subsidiaries has all requisite corporate power and authority, such permitsand all necessary authorizations, Consents (as defined above)approvals, consents, orders, licenses, franchises, concessions, certificates and authorizations permits of and from all governmental or regulatory bodies (including, without limitation, the United States Food and Drug Administration (the “PermitsFDA”) of), and has the United States Drug Enforcement Administration or will have made all applicable declarations and filings withany other foreign, all Federalfederal, state, provincial, state, court or local or foreign governmental government or regulatory authorities, all authorities including self-regulatory organizations engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials) or any other person or entity (collectively, the “Permits”), to own, lease and all courts license its assets and other tribunals, as are necessary to own or lease its properties and to conduct its business business, all of which are valid and in full force and effect, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to lack of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package . The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its subsidiaries has fulfilled and performed in all material respects all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder Company thereunder. Neither the Company nor any of its subsidiaries has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such PermitPermit which, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually singly or in the aggregate, reasonably be expected to if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable laws and none regulations of such Permits contains any restriction that is materially burdensome the FDA, the Company or the applicable subsidiary has submitted to the Partnership EntitiesFDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions. Except as may be required under the Securities Act and state and foreign Blue Sky laws, taken as a wholeno other Permits are required to enter into, deliver and perform this Agreement and to issue and sell the Placement Shares.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time GSM and each Date of Delivery will its Subsidiaries have or will operate pursuant to, such all required governmental permits, Consents (as defined above), licenses, franchises, concessionscertificates, certificates registrations, approvals, exemptions, clearances, xxxxxxxx and authorizations (“Permits”) ofnecessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or maintain such Permit individually or in the aggregate, has not had and would not reasonably be expected to have, a GSM Material Adverse Effect. The operation of the business of GSM and its Subsidiaries as currently conducted is not, and has not been since January 1, 2012, in violation of, nor is GSM or will have made all applicable declarations and filings withits Subsidiaries in default or violation under, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus any Permit (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentspast violation or default as has been remedied and imposes no continuing obligations or costs on GSM or its Subsidiaries), Permitsand, declarations and filings thatto the Knowledge of GSM, if not obtained no event has occurred which, with notice or operated pursuant to the lapse of time or madeboth, would notconstitute a default or violation of any term, condition or provision of any Permit, except where such default or violation of such Permit, individually or in the aggregate, has not had and would not reasonably be expected to have have, a GSM Material Adverse Effect; except as set forth in . There are no actions pending or, to the Registration StatementKnowledge of GSM, threatened, that seek the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)revocation, each of the Partnership Entities and ShipManagement has, cancellation or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder modification of any such Permit, except for where such failure to fulfill revocation, cancellation or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notmodification, individually or in the aggregate, has not had and would not reasonably be expected to have have, a GSM Material Adverse Effect. Since January 1, and none of such Permits contains 2012, neither GSM nor its Subsidiaries have received or been subject to any restriction that is materially burdensome written notice, charge, claim or assertion, or to the Partnership EntitiesKnowledge of GSM, taken as any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Permit, nor to the Knowledge of GSM, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a wholeGSM Material Adverse Effect.

Permits. Each of the Partnership Teekay Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) the Prospectus and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities Concentra and ShipManagement its Subsidiaries has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above)licenses, licensesconsents, exemptions, franchises, concessions, certificates authorizations and authorizations other approvals (“Permits”"PERMITS") of, and has or will have made all applicable declarations filings with and filings withnotice to, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, laws relating to the provisions of occupational healthcare services, medical review services and the operation of managed care provider networks as are necessary to own or lease own, lease, license and operate its properties and to conduct its business in business, except where the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and failure to have any documents incorporated by reference therein), subject such permit or to make any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained filing or operated pursuant to or made, notice would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth . Each such permit is valid and in the Registration Statement, the General Disclosure Package full force and the Prospectus (effect and any documents incorporated by reference therein), Concentra and each of its Subsidiaries is in compliance with all the Partnership Entities terms and ShipManagement has, or at each Date conditions of Delivery will have, fulfilled its permits and performed all its material obligations with the rules and regulations of the authorities and governing bodies having jurisdiction with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and thereto; no event has occurred that (including the receipt of any notice from any authority or governing body) which allows or, after notice or elapse of time or both, would prevent the Permits from being renewed allow revocation, suspension or reissued or that allowstermination of any such permit, or results or, after notice or lapse of time would allowor both, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of any such Permitpermit; and such permits contain no restrictions that are unduly burdensome to Concentra and its Subsidiaries, except for except, in each case, where such failure to fulfill be valid and in full force and effect or perform to be in compliance, the occurrence of any material obligations, such event or the presence of any non-renewals, non-issues, revocations, terminations and impairments that such restriction would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership Entities and ShipManagement The Company has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement Company has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeCompany.

Permits. Each (a) Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), i) each of the Partnership Entities Borrower and ShipManagement hasits Subsidiaries has obtained and holds all Permits required in respect of all Real Estate and for any other property otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of each Date of Delivery will haveits businesses as presently conducted and as proposed to be conducted, fulfilled (ii) to the knowledge of the Borrower, all such Permits are in full force and effect, and each of the Borrower and its Subsidiaries has performed and observed all its material obligations with respect requirements of such Permits, (iii) to such applicable Permits which are or will be due to have been fulfilled and performed by such date and the knowledge of the Borrower, no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (iv) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to the Partnership EntitiesBorrower or any of its Subsidiaries, taken as a wholeor to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of the Borrower and its Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) the Borrower does not have any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

Permits. Each of the Partnership Entities The Company and ShipManagement has or operates pursuant toits subsidiaries hold, or at the Closing Time and each Date of Delivery will have or will operate pursuant toare operating in material compliance with, all such material permits, Consents (as defined above), licenses, franchises, concessionsregistrations, certificates exemptions, approvals, authorizations and authorizations clearances of the United Stated Food and Drug Administration (“FDA”) and other governmental authorities required for the conduct of its businesses as currently conducted (collectively, the “Permits”) of), and has or will all such Permits are in full force and effect. The Company and its subsidiaries have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due the Permits, and, to have been fulfilled and performed by such date and the Company’s knowledge, no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any Permit. To the Company’s knowledge, all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for any and all requests for a Permit from the FDA or other governmental authority relating to the Company and its subsidiaries, its businesses and the products of the Company and its subsidiaries, when submitted to the FDA or other governmental authority, were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification to such Permitapplications, except for such failure submissions, information and data have been submitted to fulfill the FDA or perform other governmental authority. The Company and its subsidiaries have operated and currently are in compliance in all material respects with applicable statutes and implementing regulations administered or enforced by the FDA, DEA, or any material obligationsother federal, any non-renewalsstate, non-issueslocal, revocations, terminations and impairments that would not, individually or foreign governmental authority. Except as described in the aggregate, Prospectus or as would not reasonably be expected to result in a material liability to the Company or any of its subsidiaries, the Company and its subsidiaries have a Material Adverse Effectnot received any notification, correspondence or any other written or oral communication, including notification of any pending or, to the Company’s knowledge, threatened claim, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority, including, without limitation, the FDA or DEA, of potential or actual non-compliance by, or liability of, the Company or any of its subsidiaries under any Permits. To the Company’s knowledge, there are no facts or circumstances that would reasonably be expected to give rise to liability of the Company or any of its subsidiaries under any Permits. The Company and none its subsidiaries have not received notice of any revocation or modification of any such Permits contains or has any restriction reason to believe that is materially burdensome to any such Permits will not be renewed in the Partnership Entities, taken as a wholeordinary course.

Permits. Each of the Partnership Entities Holdings, Intermediate Holdings, Acquisition, Xxxxxx and ShipManagement their respective Subsidiaries has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessionsconsents, approvals, orders, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authoritiesauthorities ("permits"), all self-regulatory organizations and all courts and other tribunalsincluding, without limitation, under any applicable Environmental Laws, as are necessary to own or own, lease and operate its respective properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notthose the absence of which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities Holdings, Intermediate Holdings, Acquisition, Xxxxxx and ShipManagement has, or at each Date of Delivery will have, their respective Subsidiaries has fulfilled and performed all of its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date permits and no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other impairment of the rights of the holder of any such Permitpermit, in each case where the same, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; each permit is in full force and effect; each of Holdings, Intermediate Holdings, Acquisition, Xxxxxx and their respective Subsidiaries is operating in compliance with its permits, and there are no proceedings pending or, to Holdings', Intermediate Holdings', Acquisition's or Xxxxxx'x knowledge, threatened against Holdings, Intermediate Holdings, Acquisition, Xxxxxx or any of their respective Subsidiaries that seek to cause any permit of any of them to be revoked, withdrawn, canceled, suspended or not renewed, except for such where the failure of a permit to fulfill be in full force or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that effect or noncompliance with a permit would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership Copano Entities has, and ShipManagement has or operates pursuant to, or at the Closing Time Date and each Date of Delivery any Option Closing Date, will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign of governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) therein and except for such Consents, Permits, declarations and filings thatpermits which, if not obtained or operated pursuant obtained, could not reasonably be expected to or made, would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Copano Entities and ShipManagement has, or and at each the Closing Date of Delivery and any Option Closing Date will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of such Permits contains permits contains, or at the Closing Date and any Option Closing Date will contain, any restriction that is materially burdensome to the Partnership Entities, taken Copano Entities considered as a whole.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will its subsidiaries, taken together, have or will operate pursuant to(i) made all filings, such permitsapplications and submissions required by, Consents (as defined above)and possesses all approvals, licenses, franchisescertificates, concessionsclearances, certificates consents, exemptions, orders, permits and other authorizations (“Permits”) ofrequired to be issued by, and has or will have made all applicable declarations and filings withthe appropriate federal, all Federal, provincial, state, local state or foreign governmental or regulatory authoritiesauthorities (collectively, all self-regulatory organizations "PERMITS") in order for the Company and all courts and other tribunals, as are necessary to own or lease its properties and subsidiaries to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permittheir business, except for such Permits for which the failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that obtain would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and none are in compliance in all material respects with the terms and conditions of all such Permits; all such Permits contains any restriction that held by the Company and its subsidiaries are valid and in full force and effect; there is materially burdensome no pending or, to the Partnership EntitiesCompany's knowledge, threatened action, suit, claim or proceeding that may cause any such Permit to be limited, revoked, cancelled, suspended, modified or not renewed and neither the Company nor its subsidiaries has received any notice of proceedings relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect and (ii) such licenses, franchises, permits, authorizations, approvals and orders of and from governmental and regulatory officials and bodies as are, to the Company's knowledge, reasonably necessary to own or lease and operate the properties and conduct the business of the Company and its subsidiaries, taken as a whole, on the date hereof, except for such licenses, franchises, permits, authorizations, approvals and orders for which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

Permits. Each The Company and its Subsidiaries are, and since January 1, 2019 have been, in compliance with the terms of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Entities required to occupy and operate each Real Property and to conduct their businesses as currently conducted (“Permits”) of), and has no suspension or will have made all applicable declarations and filings withcancellation of any such Permits is pending or, all Federalto the Knowledge of the Company, provincialthreatened, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consentsnoncompliance, Permits, declarations and filings suspensions or cancellations that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, (x) have not or would not reasonably be expected to have result in a Material Adverse Effect; except material Liability to the Company and its Subsidiaries, taken as set forth in a whole, or (y) would not, or would not be reasonably be expected to, prevent, materially delay or prevent the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each ability of the Partnership Entities Company to consummate the transactions contemplated by this Agreement in accordance with the terms hereof and ShipManagement hasApplicable Law. Since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding (A) any violation by the Company or any of its Subsidiaries of any Permits or the failure to have any required Permits, or at each Date (B) any revocation, cancellation or termination of Delivery will haveany Permits held by the Company or any of its Subsidiaries, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed such notice in either case remains outstanding or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment unresolved as of the rights date of the holder of any such Permitthis Agreement, except for such failure in each case (1) as has not and would not reasonably be expected to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notbe, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome material to the Partnership EntitiesCompany and its Subsidiaries, taken as a whole, and (2) as would not, or would not be reasonably expected to, prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement in accordance with the terms hereof and Applicable Law.

Permits. Each of the Partnership Entities The Company and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, its Subsidiaries possess such permits, Consents (as defined above)certificates, licenses, franchisesapprovals, concessionsregistrations, certificates clearances, authorizations or permits, and authorizations all supplements or amendments thereto (“Permits”), required by state, federal or foreign regulatory agencies or bodies (“Regulatory Agencies”) ofto conduct their respective businesses as currently conducted including, without limitation, any Permits required by the government of the People’s Republic of China (including any provincial, municipal and district authorities) in connection with the operation of the Company’s Chinese Subsidiary, necessary to conduct their respective businesses, and has or will have made all applicable declarations the Company and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as its Subsidiaries are necessary to own or lease its properties and to conduct its business in compliance with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to terms of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained except where the failure to have or operated pursuant to or made, comply with such Permits would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth , and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permit which, singly or in the Registration Statementaggregate, if the General Disclosure Package subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, its Subsidiaries have fulfilled and performed all its material of their obligations with respect to such applicable the Permits which are or will be due and, to have been fulfilled and performed by such date and the Company’s knowledge, no event has occurred that would prevent the Permits from being renewed or reissued or that which allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any other material impairment of the rights of the holder of any such Permit, except for as would not have a Material Adverse Effect. All such failure to fulfill or perform any material obligationsPermits are in full force and effect, any non-renewals, non-issues, revocations, terminations and impairments that except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Except as would not have a Material Adverse Effect, the Company and none of such Permits contains any restriction that is materially burdensome its Subsidiaries, and, to the Partnership EntitiesCompany’s knowledge, taken any person acting on behalf of or for the Company, have submitted all applications, notifications, submissions, information, claims, reports and statistics, filings, and other data and conclusions derived therefrom (collectively, the “Submissions”) to the Regulatory Agencies as a wholerequired for the conduct of their respective businesses as currently conducted, and all such Submissions, when submitted to the applicable Regulatory Agency were true, complete and correct in all material respects as of the date of submission, and any necessary or required updates, changes, corrections or modification to such Submissions have been submitted to the applicable Regulatory Agency. None of the Company, its Subsidiaries nor, to the Company’s knowledge, any of its respective officers, directors or managing employees (as defined in 42 U.S.C. § 1320a-5(b)), or any person acting on behalf of or for the Company, is or has been excluded, suspended or debarred from participation in any state or federal health care program pursuant to 42 U.S.C. § 1320a–7, or made subject to any pending or, to the Company’s knowledge, threatened or contemplated action which could reasonably be expected to result in such exclusion, suspension or debarment.

Permits. Each The Hospital is duly registered with the Pennsylvania Department of Health in accordance with the applicable laws of the Partnership Entities Commonwealth of Pennsylvania. Sellers have delivered to OpCo Buyer an accurate list and ShipManagement has summary description on Schedule 1.7(b) of all such Permits owned or operates pursuant held by Sellers relating to the ownership, development, or operation of the Hospital, the Practices or the Assets, all of which are now, and as of the Closing shall be, in good standing. Sellers, the Hospital and the Practices, as applicable, are, and at all times since January 10, 2018, except to the extent such good standing is affected by the Bankruptcy Cases have been, in compliance in all material respects with the terms of such Permits and there are no provisions in, or agreements relating to, any Permit that preclude or at limit Sellers from operating the Hospital and carrying on their operations as currently conducted. There is no pending or, , threatened proceeding by or before any Government Entity to revoke, cancel, rescind, suspend, restrict, modify, or refuse to renew any Permit owned or held by any Seller, and all such Permits are now, and as of the Closing Time shall be without limitation, in good standing, in full force and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates effect and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), not subject to such qualifications as may be set forth in the Registration Statementmeritorious challenge. , the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed and no facts exist with respect to any material Permit owned or reissued or held by Sellers that allows, or after notice or the lapse of time or both, would allowallow the suspension, revocation revocation, or termination thereof or results of any such material Permit, or would result in any other material impairment of in the rights of any holder thereof. Since January 11, 2018, neither Sellers nor the holder Hospital nor the Practices have received any written notice or communication from any Government Entity regarding any material violation of any such PermitPermit owned or held by Sellers (other than any surveys or deficiency reports for which Sellers have submitted a plan of correction that has been accepted or approved by the applicable Government Entity). Sellers have delivered to OpCo Buyer accurate and complete copies of all survey reports, except for such failure to fulfill or perform any material obligationsdeficiency notices, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectplans of correction, and none of such related correspondence received by Sellers or the Hospital since January 11, 2018 in connection with the Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholeowned or held by Sellers.

Permits. Each (a) Except as set forth in Section 3.8(a) of the Partnership Sellers Disclosure Schedule, each of the Transelec Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as Permits that are necessary for it to own or own, lease and operate its assets and properties and to conduct its business operations in the manner described in which they are presently conducted, other than any such Permits the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject failure of which to such qualifications as may have would not reasonably be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant expected to or made, would nothave, individually or in the aggregate, a Transelec Material Adverse Effect (collectively, the “Transelec Permits”). Except as set forth in Section 3.8(a) of the Sellers Disclosure Schedule, each Transelec Permit held by a Transelec Entity is in full force and effect other than any failure to be in full force and effect which would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Transelec Material Adverse Effect. The Transelec Entities are in compliance with the terms of the Transelec Permits, and to the Knowledge of the Transelec Entities, no event, fact or circumstance has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Transelec Permit, except failures so to comply which would not reasonably be expected to have, individually or in the aggregate, a Transelec Material Adverse Effect. None of the Transelec Entities has received any written notice of any modification, suspension or cancellation of any of the Transelec Permits, or, to the Knowledge of the Transelec Entities, threatened or otherwise, except where the modification, suspension or cancellation of any of the Transelec Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have a Transelec Material Adverse Effect, and none . None of such the Transelec Permits contains will be impaired or in any restriction that is materially burdensome to way adversely affected in any material respect by the Partnership Entities, taken as a wholeconsummation of the transactions contemplated by this Agreement.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of The Company and its Subsidiaries have complied and are currently in material compliance with the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”). Neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (i) any actual, alleged, possible or potential violation of, and has or will have made all applicable declarations and filings failure to comply with, all Federalany term or requirement of any such Permit or (ii) any actual, provincialproposed, statepossible or potential revocation, local withdrawal, suspension, cancellation, termination, nonrenewal or foreign governmental modification of any such Permit. To the Company’s Knowledge, no event has occurred and no circumstance exists that (with or regulatory authoritieswithout notice or lapse of time, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus both) (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference thereini) and except for such Consents, Permits, declarations and filings that, if not obtained constitute or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have result, directly or indirectly, in a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement hasviolation of, or at each Date of Delivery will havea failure to comply with, fulfilled and performed all its material obligations with respect to such applicable Permits which are any term or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder requirement of any such Permit, except for such failure to fulfill Permit or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that (ii) would not, individually or in the aggregate, would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits. All applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority. None of such Permits contains any restriction that is materially burdensome will be subject to the Partnership Entitiesrevocation, taken withdrawal, suspension, termination, nonrenewal or modification as a wholeresult of the execution and delivery hereof or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time The Company and each Date of Delivery will have or will operate pursuant toits Subsidiaries has made all filings, such permitsapplications and submissions required by, Consents (as defined above)and possesses all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, exemptions, marks, notifications, orders, permits and other authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings withthe appropriate federal, all Federal, provincial, state, local state or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are authorities necessary to own or lease its properties and to conduct its business in the manner businesses as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus (and any documents incorporated by reference thereincollectively, "PERMITS"), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if Permits the failure of which to obtain would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none is in compliance with the terms and conditions of all such Permits; all of such Permits contains held by the Company and each of its Subsidiaries are valid and in full force and effect; there is no pending or, to its knowledge, threatened action, suit, claim or proceeding which may cause any restriction such Permit to be limited, revoked, cancelled, suspended, modified or not renewed, except for such limitations, revocations, cancellations, suspensions, modifications or non-renewals that is materially burdensome would not reasonably be expected to result in a Material Adverse Effect; and the Company and each of its Subsidiaries has not received any notice of proceedings relating to the Partnership Entitieslimitation, taken as revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a wholeMaterial Adverse Effect, whether or not arising from transactions in the ordinary course of business and has no reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

Permits. Each of the Partnership Company Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time Date and each Option Closing Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all FederalU.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Company Entities and ShipManagement has, or at the Closing Date and each Option Closing Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Company Entities, taken as a whole.

Permits. Each Seller and the Facility have all certificates of the Partnership Entities need, and ShipManagement has or operates pursuant tomaterial licenses, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents approvals and other governmental authorizations and waivers (as defined above)collectively, licenses, franchises, concessions, certificates and authorizations (the “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and for the operation of the Facility as a skilled nursing facility as currently conducted (other tribunals, as are necessary than any such items that the failure to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if possess would not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth Effect on the operations of the Facility (the “Material Permits”). All of the Material Permits are, in full force and effect and Seller has not, within the Registration Statementlast three years, received any written notice that any of the Material Permits may have been rescinded, revoked, terminated, suspended or not be renewed. Subject to regulatory and other approvals, the General Disclosure Package Facility licenses are and shall, on the Prospectus (Closing Date, be unrestricted, unconditional, in good standing and in full force and effect and subject to no waivers or limitations. Seller has not, within the last three years, received any documents incorporated by reference therein), each written notice from any Governmental Authority of any pending or threatened enforcement actions against the Partnership Entities and ShipManagement hasFacility, or at each Date requiring the correction of Delivery will have, fulfilled and performed all its material obligations any condition with respect to such applicable Permits a Material Permit which are or will be due has not been the subject of a plan of correction for which compliance has been effected and Seller has no reason to have been fulfilled and performed by such date and no event has occurred believe that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder good standing of any such Permit, except license is in jeopardy. The Facility is currently certified for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or participation in the aggregateMedicaid and Medicare reimbursement programs and such certifications are, in full force and effect and in good standing and subject to no restrictions or limitations. There are no pending actions or claims or, to the best of, to Seller’s Knowledge, no pending or threatened actions or claims, which, if adversely determined, would reasonably be expected to have a Material Adverse Effectmaterially and adversely affect either the material operating license or certification of the Facility, and none for which a plan of such correction was not timely filed. There are no outstanding civil monetary penalties or other fines levied against the Facility. The material operating license for the Facility and all other material Permits contains any restriction that is materially burdensome are required to operate the Partnership EntitiesBusiness at the Facility are, taken as a wholelisted or copies thereof are attached in Schedule 13(i) hereto.

Permits. Each Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), a) each of the Partnership Entities Loan Parties has obtained and ShipManagement hasholds all Permits required as of the date this representation is deemed made in respect of all Real Estate and for any other Property otherwise then currently operated by or on behalf of, or at for the benefit of, such Person and for the operation of its then current Permitted Businesses, (b) all such Permits are in full force and effect, and each Date of Delivery will have, fulfilled the Loan Parties has performed and performed observed all its material obligations with respect requirements of such Permits (to such applicable Permits which are or will the extent required to be due to have been fulfilled and performed by such the date and this representation is deemed made), (c) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation 108 revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (d) no such failure to fulfill or perform Permits, other than Permits required by the Nevada Gaming Authorities, contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is are materially burdensome to any of the Partnership EntitiesLoan Parties, taken as or to the operation of its Permitted Business or any Property owned, leased or otherwise operated by such Person, (e) the Borrower has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit and (f) each of the Loan Parties reasonably believes that each such Permit will be timely renewed and complied with, without unreasonable expense or delay, and that any such Permit not required to have been obtained by the date this representation is deemed made that may be required of such Person is of a wholetype that is routinely granted on application and compliance with the conditions of issuance (such conditions being ministerial or of a type satisfied in the ordinary course of business, without undue expense or delay) and will be timely obtained and complied with, without undue expense or delay.

Permits. Each of the Partnership Entities and ShipManagement has or operates pursuant tohas, or at the Closing Time Date and each the Option Closing Date of Delivery will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“"Permits”") of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Entities and ShipManagement has, or at each the Closing Date of Delivery and the Option Closing Date will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Permits. Each of the Partnership MarkWest Entities and ShipManagement has or operates pursuant tohas, or at the applicable Closing Time and each Date of Delivery will have or will operate pursuant tohave, such permits, Consents (as defined above)consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) ofissued by, and has or will have made all applicable declarations and filings with, all Federal, provincialthe appropriate federal, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, authorities (“permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration StatementStatements, the General Pricing Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings permits that, if not obtained or operated pursuant to or madeobtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect and except as set forth for any permits that are of a routine or administrative nature that are expected in the Registration Statementreasonable judgment of MarkWest Energy GP to be obtained, as necessary, in the General Disclosure Package and ordinary course of business subsequent to the Prospectus (and any documents incorporated by reference therein), date hereof; each of the Partnership MarkWest Entities and ShipManagement has, or at each Date of Delivery will have, has fulfilled and performed all its material obligations with respect to such applicable Permits which permits that are or will be due to have been fulfilled and performed by such date in the manner described, and subject to the limitations contained, in the Registration Statements, the Pricing Disclosure Package and the Prospectus and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statements, the Pricing Disclosure Package and the Prospectus, none of such Permits permits contains any restriction that is materially burdensome to the Partnership MarkWest Entities, taken as a whole.

Permits. Each of Except as disclosed in the Partnership Entities Commission Documents, the Company and ShipManagement has or operates pursuant toits Subsidiaries have made all filings, or at the Closing Time applications and each Date of Delivery will have or will operate pursuant tosubmissions required by, such permitspossesses and is operating in compliance with, Consents (as defined above)all approvals, licenses, franchisescertificates, concessionscertifications, certificates clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority (“Permits”) ofincluding, and has without limitation, the FDA, the United States Drug Enforcement Administration or will have made all applicable declarations and filings withany other foreign, all Federalfederal, state, provincial, state, court or local or foreign governmental government or regulatory authorities, all authorities including self-regulatory organizations and all courts and other tribunalsengaged in the regulation of clinical trials, as are pharmaceuticals, biologics or biohazardous substances or materials) necessary to own for the ownership or lease its of their respective properties and or to conduct its business in the manner businesses as described in the Registration StatementCommission Documents (collectively, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein“Permits”), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such ConsentsPermits the failure of which to possess, obtain or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, declarations except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid and filings thatin full force and effect, if not obtained or operated pursuant to or made, would notexcept where any invalidity, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect; except as set forth in and neither the Registration StatementCompany nor any of its Subsidiaries has received any written notice relating to the limitation, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)revocation, each of the Partnership Entities and ShipManagement hascancellation, suspension, modification or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder non-renewal of any such PermitPermit which, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where any non-renewal would not be reasonably be expected to have a Material Adverse Effect. To the extent required by applicable laws and regulations of the FDA, and none of such Permits contains any restriction that is materially burdensome the Company or the applicable Subsidiary has submitted to the Partnership Entities, taken as a wholeFDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

Permits. Each of the Partnership Teekay Entities has, and ShipManagement has or operates pursuant to, or at upon the Closing Time and each Date consummation of Delivery the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have or will operate pursuant tohave, such permits, Consents consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permitspermits”) of, and has or has, and upon the consummation of the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have have, made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permitspermits, declarations and filings that, if not obtained or operated pursuant to or madeobtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein)Prospectus, each of the Partnership Teekay Entities and ShipManagement has, or at each Date and upon the consummation of Delivery the transactions contemplated by the Purchase Agreement the Acquired Subsidiary will have, fulfilled and performed all its material obligations with respect to such applicable Permits permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permitpermit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits permits contains any restriction that is materially burdensome to the Partnership Teekay Entities, taken as a whole.

Permits. Each of the Partnership Entities Company and ShipManagement its Subsidiaries has or operates pursuant to, or at the Closing Time obtained and is in compliance in all material respects with all material Permits required by applicable Laws necessary to conduct its current business and operations as they are now being conducted and each Date material Permit is valid, subsisting and in full force and effect. The business of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates the Company and authorizations (“Permits”) its Subsidiaries are not being conducted in violation of, and has there are no actions, investigations or will have made all applicable declarations and filings withother Proceedings in progress, all Federalpending, provincialor, stateto the knowledge of the Company, local threatened against the Company or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease any of its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, Subsidiaries that could reasonably be expected to have a Material Adverse Effect; except as set forth result in the Registration Statementsuspension, loss or revocation of, any such Permit. The transactions contemplated hereby will not adversely affect any such Permit or the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder availability of any such PermitPermit for the Company or any of its Subsidiaries. Since the date of the Company Annual Financial Statements, the Company and each of its Subsidiaries has timely filed all regulatory reports, schedules, statements, documents, filings, forms, registrations and other documents, together with any amendments required to be made with respect thereto, and paid any fees with respect thereto, that each was required to file with any Governmental Authority, except for such where the failure to fulfill file such regulatory reports, schedules, statements, documents, filings, forms, registrations and other documents, or perform any material obligationspay the fees associated therewith, any non-renewals, non-issues, revocations, terminations and impairments that on a timely basis would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome be material to the Partnership EntitiesCompany and its Subsidiaries, taken as a whole. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all such regulatory reports, schedules, statements, documents, filings, forms, registrations and other documents complied with applicable Law.

Permits. Each The Company and the MIC Hawaii Companies are, and have been during the last three (3) years, in possession of the Partnership Entities all federal, state, local and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such foreign permits, Consents (as defined above)approvals, licenses, franchisesauthorizations, concessionscertificates, certificates rights, exemptions and authorizations Orders issued by or obtained from Governmental Entities (collectively, the “Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as that are necessary to own for the operation of the business of the Company and/or the MIC Hawaii Companies as presently conducted, or lease its that are necessary for the lawful ownership of their respective properties and assets, except to conduct its business in the manner described in extent that the Registration Statement, the General Disclosure Package and the Prospectus (and failure to hold any documents incorporated by reference therein), subject such Permits would not reasonably be expected to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would notbe, individually or in the aggregate, material to the Company and the MIC Hawaii Companies, taken as a whole. Except as would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would notbe, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome material to the Partnership EntitiesCompany and the MIC Hawaii Companies, taken as a whole, each such Permit is in full force and effect and the Company and each of the MIC Hawaii Companies is, and during the last three (3) years has been, in compliance with its Permits, there have occurred no defaults under, violation of, or events giving rise to a right of termination, amendment or cancellation of any such Permit, and all due and payable fees and charges with respect to such Permits as of the date hereof have been paid in full. There are no Actions pending or, to the Knowledge of the Company, threatened which would reasonably be expected to result in the revocation or termination or suspension or nonrenewal of any such Permit that is material to the Company or any of the MIC Hawaii Companies, except for such Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has not received during the last three (3) years any written notice or, to the Knowledge of the Company, any other notice from any Governmental Entity regarding revocation, suspension, nonrenewal or amendment of any material Permit.

Permits. Each Other than exceptions to any of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus : (and any documents incorporated by reference therein), A) each of the Partnership Entities Loan Parties has obtained and ShipManagement hasholds all Permits required as of the date this representation is deemed made in respect of all Real Estate and for any other property otherwise operated by or on behalf of, or at for the benefit of, such Person and for the operation of its Permitted Businesses, (B) all such Permits are in full force and effect, and each Date of Delivery will have, fulfilled the Loan Parties has performed and performed observed all its material obligations with respect requirements of such Permits (to such applicable Permits which are or will the extent required to be due to have been fulfilled and performed by such the date and this representation is deemed made), (C) no event has occurred that would prevent the Permits from being renewed which allows or reissued or that allowsresults in, or after notice or lapse of time would allowallow or result in, revocation revocation, modification, suspension or termination by the issuer thereof or results or would result in any other impairment of the rights of the holder of any such Permit, except for (D) no such failure to fulfill or perform Permits contain any material obligationsrestrictions, any non-renewals, non-issues, revocations, terminations and impairments that would not, either individually or in the aggregate, that are burdensome to any of the Loan Parties, or to the operation of its Permitted Business or any Property owned, leased or otherwise operated by such Person, (E) the Borrower has no knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit, and (F) each of the Loan Parties reasonably believes that each such Permit will be expected timely renewed and complied with, without undue expense or delay, and that any Permit not required to have a Material Adverse Effect, and none been obtained by the date this representation is deemed made that may be required of such Permits contains any restriction Person is of a type that is materially burdensome to routinely granted on application and compliance with the Partnership Entitiesconditions of issuance (such conditions being ministerial or of a type satisfied in the ordinary course of business, taken as a wholewithout undue expense or delay) and will be timely obtained and complied with, without undue expense or delay.

Permits. Each of (a) The Company and its Subsidiaries have, since January 1, 2016, complied, and are currently in compliance with, the Partnership Entities terms of, and ShipManagement has or operates pursuant tovalidly holds, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisesauthorizations, concessionsconsents, certificates approvals and authorizations franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject except where the failure to comply with or validly hold any such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations have not had and filings that, if would not obtained or operated pursuant reasonably expected to or made, would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except for matters that have not had and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceeding relating to (A) any actual or alleged violation of, or failure to comply with, any term or requirement of any such Permit or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit; (ii) to the Knowledge of the Company, no event has occurred and no circumstance exists that (with or without notice or lapse of time, or both) (A) constitute or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any such Permit or (B) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such Permits; and (iii) all applications required to have been filed for the renewal of each such Permit have been duly filed on a Material Adverse Effecttimely basis with the appropriate Governmental Authority, and none of all other filings required to have been made with respect to each such Permits contains any restriction that is materially burdensome to Permit have been duly made on a timely basis with the Partnership Entities, taken as a wholeappropriate Governmental Authority.

Permits. Each of the Partnership Entities Company and ShipManagement its subsidiaries has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities Company and ShipManagement its subsidiaries has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership EntitiesCompany and its subsidiaries, taken as a whole.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Mortgaged Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsMortgaged Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (and any documents incorporated by reference therein), Borrower presently holds all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each (a) The Borrower and each Restricted Subsidiary has obtained and holds all Permits (including, without limitation, all Gaming Permits) required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (b) all such Permits are in full force and effect, and each such Person has performed and observed all requirements of such Permits, (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the Partnership Entities and ShipManagement has rights of the holder of any such Permit, (d) no such Permits contain any restrictions, either individually or operates pursuant toin the aggregate, that are materially burdensome to any such Person, or at to the Closing Time operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (e) each such Person reasonably believes that each of its Permits will be timely renewed and each Date of Delivery will have or will operate pursuant tocomplied with, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofwithout material expense, and has or that any additional Permits that may be required of such Person will have made all applicable declarations be timely obtained and filings complied with, all Federalwithout material expense and (f) no such Person has any knowledge or reason to believe that any Governmental Authority is considering limiting, provincialsuspending, staterevoking or renewing on materially burdensome terms any such Permit, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, in each case except as are necessary which could not reasonably be expected to own or lease its properties and to conduct its business have a Material Adverse Effect. The use being made of each Mortgaged Property is in conformity with the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except certificate of occupancy issued for such ConsentsMortgaged Property, Permits, declarations and filings that, if not obtained or operated pursuant to or made, the extent applicable (except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as set forth ). All Gaming Permits required to be held by the Borrower and its Restricted Subsidiaries are current and in the Registration Statement, the General Disclosure Package good standing and the Prospectus (Borrower and any documents incorporated by reference therein), the relevant Restricted Subsidiaries presently hold all Gaming Permits necessary for the continued operation of each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any Hotel/Casino Facility as a non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a wholerestricted gaming facility.

Permits. Each of the Partnership Entities and ShipManagement Except as has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such permits, Consents (as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofnot had, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary would not reasonably be expected to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would nothave, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries hold all permits, licenses, certifications, approvals, registrations, identification numbers, consents, authorizations, franchises, variances, exemptions, certificates, qualifications, grants of membership and Orders (including all product certifications) issued or granted by any Governmental Authority (the “Company Permits”) required or necessary for the Company and its Subsidiaries to use, own, occupy and operate their assets and conduct the business of the Company and its Subsidiaries. Except as has not had, and would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) the Company Permits are in full force and none effect, (B) no written notice has been received by the Company or any of such Permits contains its Subsidiaries regarding any restriction that (x) violation of, or failure to comply with, any term or requirement of any Company Permit or (y) of revocation, cancellation, suspension, invalidation or termination of or refusal to renew any Company Permit, (C) there is materially burdensome no Action pending, or, to the Partnership EntitiesKnowledge of the Company, taken as threatened that seeks to, or, to the Knowledge of the Company, any existing condition, situation or set of circumstances that would reasonably be expected to result in, the revocation, cancellation, termination, suspension, non-renewal or adverse modification of any Company Permit and (D) no application or notice relating to a wholeCompany Permit, including in respect of any individual authorizations required by a Governmental Authority in respect of a director, officer, employee, contractor or agent of the Company or its Subsidiaries, has been refused nor has there been an indication that it would be refused if not withdrawn.

Permits. Each (a) The Company and each Subsidiary holds all authorizations, permits, licenses, certificates, grants, consents, variances, exemptions, orders, approvals, franchises, certifications and clearances of all Governmental Authorities, including building permits and certificates of occupancy and property management and brokerage licenses, necessary for the Company and each Subsidiary to own, lease and, to the extent applicable, operate its properties or to conduct their respective businesses substantially as they are being conducted as of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, date hereof (such permits, Consents (as defined abovethe “Company Permits”), licensesand all such Company Permits are valid and in full force and effect, franchises, concessions, certificates and authorizations (“Permits”) except where the failure to hold or be in possession of, or the failure to be valid or in full force and has or will have made all applicable declarations and filings witheffect of, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to of such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Company Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; except as set forth in the Registration Statement, the General Disclosure Package . The Company and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities its Subsidiaries are, and ShipManagement has, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent since the Permits from being renewed or reissued or that allowsApplicable Date, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment compliance with the terms of the rights of the holder of any such PermitCompany Permits, except for such where the failure to fulfill or perform any material obligations, any non-renewals, non-issues, revocations, terminations so comply does not have and impairments that would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All applications required to have been filed for the renewal of Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and none all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary or any of such Permits contains their respective Representatives has received any restriction that is materially burdensome written notice indicating, nor, to the Partnership EntitiesKnowledge of the Company, is the Company or any Subsidiary currently not in compliance in any respect with the terms of any Company Permit, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary has taken any action that would reasonably be expected to result in the revocation of any Company Permit and, to the Knowledge of the Company, no suspension or cancellation of any Company Permit is pending, except in each case as would not reasonably be expected to have, individually or in the aggregate, a wholeMaterial Adverse Effect.

Permits. Each Schedule 3.17 sets forth all material Permits acquired or held by Seller or an Acquired Entity in connection with the ownership and operation of the Partnership Rattlesnake Project; provided that for purposes hereof all Permits required during the period at and after commercial operation of the Rattlesnake Project shall be deemed material. The Acquired Entities hold in full force and ShipManagement has or operates pursuant to, or at effect all Permits required for the Closing Time and each Date operation of Delivery will have or will operate pursuant to, such permits, Consents (the Business as defined above), licenses, franchises, concessions, certificates and authorizations (“Permits”) ofpresently conducted, and has or will have made all applicable declarations other than those Permits required in connection with certain operation and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations maintenance activities which are ministerial in nature and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant to or made, would not, individually or in the aggregate, can reasonably be expected to have a Material Adverse Effect; except as set forth be obtained in due course on commercially reasonable terms and conditions when needed. With respect to any Permits required for the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each ownership or operation of the Partnership Rattlesnake Project and held by Seller or an Acquired Entity, (a) none of the Acquired Entities and ShipManagement hasis in material default or material violation, or at each Date of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allowsand is continuing which, or after with notice or the lapse of time or both, would allow, revocation constitute a material default or termination thereof or results or would result in any impairment material violation of the rights terms, conditions or provisions of such Permit, and (b) there are no legal proceedings pending or, to the holder Knowledge of Seller, threatened in writing, relating to the suspension, revocation, termination or modification of any such Permit. With respect to any Permits required for the ownership or operation of the Rattlesnake Project but not held by Seller or an Acquired Entity, except for (a) to the Knowledge of Seller no holder of such failure Permit is in material default or material violation, and, to fulfill the Knowledge of Seller, no event has occurred and is continuing which, with notice or perform any the lapse of time or both, would constitute a material obligationsdefault or material violation of the terms, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually conditions or in the aggregate, reasonably be expected to have a Material Adverse Effectprovisions of such Permit, and none of such Permits contains any restriction that is materially burdensome (b) to the Partnership EntitiesKnowledge of Seller, taken as a wholethere are no legal proceedings pending or threatened in writing, relating to the suspension, revocation, termination or modification of any such Permit.

Permits. Each COMPLIANCE. Except as disclosed in Section 4.06 of the Partnership Entities Target Disclosure Schedule, each of the Target and ShipManagement has or operates pursuant tothe Target Subsidiaries is in possession of all franchises, or at the Closing Time and each Date of Delivery will have or will operate pursuant togrants, such permits, Consents (as defined above)authorizations, licenses, franchisespermits, concessionseasements, certificates variances, exceptions, consents, certificates, approvals and authorizations (“Permits”) oforders of any Governmental Authority necessary for it to own, lease and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease operate its properties and or to conduct its business in as it is now being conducted (the manner described in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein"TARGET PERMITS"), subject to such qualifications as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant those which the failure to or made, would notpossess, individually or in the aggregate, would not reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Target from performing its obligations under this Agreement and have not had, and would not reasonably be expected to have, a Material Adverse Effect; except Effect on the Target and, as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each of the Partnership Entities and ShipManagement hasdate hereof, no suspension, revocation, termination or at each Date cancellation of Delivery will have, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights Target Permits is pending or, to the best knowledge of the holder of Target or any such PermitTarget Subsidiary, threatened, except for such failure to fulfill or perform any material obligations, any non-renewals, non-issuessuspensions, revocations, terminations and impairments that would notor cancellations which, individually or in the aggregate, would not reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Target from performing its obligations under this Agreement, and have not had, and would not reasonably be expected to have, a Material Adverse EffectEffect on the Target. Except as disclosed in Section 4.06 of the Target Disclosure Schedule, neither the Target nor any Target Subsidiary is in contravention, default or violation of, or, with the giving of notice, the passage of time or the taking of any action by any third party, would be in contravention, default or violation of, (a) any Law applicable to the Target or any Target Subsidiary or by which any property or asset of the Target or any Target Subsidiary is bound or affected, or (b) any of the Target Permits, except for such contraventions, defaults or violations which, individual1y or in the aggregate, would not reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Target from performing its obligations under this Agreement and have not had, and none of such Permits contains any restriction that is materially burdensome would not reasonably be expected to have, a Material Adverse Effect on the Partnership Entities, taken as a wholeTarget.

Permits. Each Schedule 3.21 hereto sets forth a complete and accurate list of the Partnership Entities and ShipManagement has or operates pursuant to, or at the Closing Time and each Date of Delivery will have or will operate pursuant to, such all permits, Consents (as defined above), licenses, franchisescertificates, concessionsapprovals, certificates notices, easements, rights-of-way, qualifications and authorizations issued or granted by Governmental Entities (“Permits”) of, and has or will have made all applicable declarations and filings with, all Federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statementcollectively, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein"Permits"), except for Environmental Permits (which are the subject of Section 3.12 hereof), held by the Company or any of its Subsidiaries or, to such qualifications as may be set forth in the Registration StatementCompany's knowledge, the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) of its Joint Ventures and except for such Consents, Permits, declarations and filings that, if not obtained or operated pursuant Permits for which the failure to or made, hold would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; except . The Permits set forth on Schedule 3.21 are all the Permits necessary to carry on the business of the Company and its Subsidiaries and, to the Company's knowledge, its Joint Ventures as presently conducted and at each location where such business is being conducted. Except as set forth in the Registration StatementCompany SEC Documents, (i) all such Permits are in full force and effect and are validly held by the General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), each Company or a Subsidiary of the Partnership Entities and ShipManagement hasCompany or, to the knowledge of the Company, a Joint Venture, (ii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of its Joint Ventures has engaged in any activity which would cause or at each Date permit revocation or suspension of Delivery will haveany such Permit, fulfilled and performed all its material obligations with respect to such applicable Permits which are or will be due to have been fulfilled and performed by such date and no action or proceeding looking to or contemplating the revocation or suspension of any such Permit is pending or, to the knowledge of the Company, threatened, (iii) there are no existing defaults or events of default or event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after state of facts which with notice or lapse of time or both would allowconstitute a default by the Company or any of its Subsidiaries or, revocation or termination thereof or results or would result in to the Company's knowledge, any impairment of the rights of the holder of its Joint Ventures under any such Permit, except for such failure to fulfill (iv) the Company has no knowledge of any claimed or perform purported or alleged defaults or state of facts which with notice or lapse of time or both would constitute a default on the part of any material obligations, any non-renewals, non-issues, revocations, terminations and impairments that would not, individually or other party in the aggregateperformance of any obligation to be performed or paid by any other party under any Permit, reasonably be expected to have a Material Adverse Effect, and (v) none of such Permits contains will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, and (vi) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of its Joint Ventures has received any written warning, notice, notice of violation or probable violation, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its Subsidiaries or Joint Ventures, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its Subsidiaries or Joint Ventures requires any Permit for the operation of their respective business, as such businesses are currently conducted, that is materially burdensome to the Partnership Entities, taken as a wholenot currently held by it.