Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess any such Governmental Licenses would not resultreasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each Except as described in the General Disclosure Package and the Prospectus, each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the General Disclosure Package and none of the CompanyProspectus, neither the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each Except as described in the Prospectus, each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of . Except as described in the CompanyProspectus, neither the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the The Operating Partnership and the Subsidiaries other Simon Entities and each Property Partnership possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them except where failure to possess any for such Governmental Licenses the failure to obtain would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the . The Operating Partnership and the Subsidiaries other Simon Entities and each Property Partnership are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse Effect; and none . None of the CompanyOperating Partnership, the Operating Partnership or any of the Subsidiaries other Simon Entities or any Property Partnership has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of The Guarantor and its subsidiaries (including the Company, the Operating Partnership and the Subsidiaries ) possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; Change. The Guarantor and its subsidiaries (including the Company, the Operating Partnership and the Subsidiaries ) are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all Change. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect; and none Change. Neither the Guarantor nor any of its subsidiaries (including the Company, the Operating Partnership or any of the Subsidiaries ) has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. Each of Except as described in the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and the Prospectus, the Company and its Subsidiaries possess such permits, licenses, approvals, consents consents, permits, certifications, clearances, orders and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the their business now operated by them, except (i) where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse EffectEffect or (ii) as otherwise specifically disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus; the Company, the Operating Partnership Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, “Governmental Authorities”) necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership Company or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company, the Operating Partnership and the Subsidiaries their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries their respective subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as described in the Registration Statement and the Prospectus, the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, in have a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in have a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result or reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as disclosed in the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and the Subsidiaries Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities under applicable law necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership . The Transaction Entities and the Subsidiaries their respective subsidiaries are in compliance with the terms and conditions of all such of the Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none . Neither of the Company, the Operating Partnership or Transaction Entities nor any of the Subsidiaries their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess their subsidiaries possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”), except where the failure to so possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership and the Subsidiaries are their subsidiaries is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such regulatory and quasi-regulatory permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received knowledge of any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the their Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the business now operated by themRegistration Statement and the Prospectus (collectively, “Governmental Licenses”), except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership and the their Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the their Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themof the Company as described in the Registration Statement, the General Disclosure Package or the Prospectus, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, result in a Material Adverse EffectEvent; the Company, the Operating Partnership and the their Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as specifically disclosed in the CompanyRegistration Statement, the Operating Partnership Disclosure Package and the Subsidiaries possess Final Prospectus, the Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager (the “Management Agreement”) except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyThe Trust, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, in reasonably be expected to have a Material Adverse Effect; the Company. The Trust, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and none of . Neither the Company, Trust nor the Operating Partnership or any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating The Partnership and the Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess any such Governmental Licenses would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; and none of and, except as described in the CompanyProspectus, the Operating Partnership or any of and the Material Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries The Company or its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themof the Company and its subsidiaries as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”), except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, state or local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to so file would not, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and, to the Company’s knowledge, no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the their Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies bodies, including, without limitation, the Utilities Commission and cities and towns within the service territory of the Company, necessary to conduct the business now operated by themthem and for the Company to own and operate its facilities, except where failure to possess any such Governmental Licenses would not resultincluding its electric plants, singly or in the aggregategas plants, in a Material Adverse Effectand other generating and transmission facilities; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents consents, franchises and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct in all material respects the business now operated by themthem and as described in the Registration Statement, the Time of Sale Information and Prospectus, except where the failure so to possess any such Governmental Licenses permit, license, approval, consent or authorization would not resultnot, singly or in the aggregate, in have a Material Adverse EffectEffect (collectively, “Governmental Licenses”); the Company, the Operating Partnership Company and the Subsidiaries are each subsidiary is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, which if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, including in respect of its sales or distribution of alcoholic beverages in the conduct of the business, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, be reasonably likely to result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, be reasonably likely to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, be reasonably likely to result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably likely to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as set forth in the Registration Statement, the Prospectus and the General Disclosure Package, the Company, the Operating Partnership and the Subsidiaries their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the . The Company, the Operating Partnership and the Subsidiaries their respective subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none . None of the Company, the Operating Partnership or any of the Subsidiaries their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess Entities possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultreasonably be expected, singly individually or in the aggregate, in to have a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected, singly individually or in the aggregate, to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected, singly individually or in the aggregate, to result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess such The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or and foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure to possess any obtain such Governmental Licenses would not resultLicenses, singly or in the aggregate, in would not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; the Company, the Operating Partnership and the Subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; and none of the Company, the Operating Partnership or any of the Subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies bodies, including, without limitation, the Washington Utilities and Transportation Commission and cities and towns within the service territory of the Company, necessary to conduct the business now operated by them, except where failure them and for the Company to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effectown and operate its electric plant and its gas plant; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse EffectChange; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectChange.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, “Governmental Authorities”) necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultis not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would is not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would is not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect; and none of the Company, the Operating Partnership Company or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, result in or would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the The Company, the Operating Partnership and the Subsidiaries other Simon Entities and each Property Partnership possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them except where failure to possess any for such Governmental Licenses the failure to obtain would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the . The Company, the Operating Partnership and the Subsidiaries other Simon Entities and each Property Partnership are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse Effect; and none . None of the Company, the Operating Partnership or Partnership, any of the Subsidiaries other Simon Entities or any Property Partnership has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership Dura and the Subsidiaries and SDC II possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary material to the conduct of the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the CompanyDura, the Operating Partnership Subsidiaries and SDC II, respectively; Dura and the Subsidiaries and SDC II are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; and none of the Company, the Operating Partnership or neither Dura nor any of the Subsidiaries Subsidiary nor SDC II has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect or an SDC II Material Adverse Effect; provided, however, that no FDA approval has been received with respect to products that Dura, the Subsidiaries or SDC II currently are not permitted to market.

Possession of Licenses and Permits. Each of Except as specifically disclosed in the CompanyRegistration Statement, the Operating Partnership Disclosure Package and the Subsidiaries possess Final Prospectus, the Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager, as amended (the “Management Agreement”) except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each Except as described in the Prospectus, each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of and, except as described in the CompanyProspectus, neither the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess The Depositor possesses such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are Depositor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse EffectChange or would render a material portion of the Loans unenforceable; and none of the Company, the Operating Partnership or any of the Subsidiaries Depositor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectChange, would have a material adverse effect on its ability to perform its obligations under each Basic Document to which it is a party or would render a material portion of the Loans unenforceable.

Possession of Licenses and Permits. Each of Except as disclosed in the CompanyRegistration Statement, the Operating Partnership Pricing Disclosure Package and the Prospectus, the Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of . Except as disclosed in the CompanyRegistration Statement, the Operating Partnership or Pricing Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, “Governmental Authorities”) necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultis not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange; the Company, the Operating Partnership Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would is not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would is not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange; and none of the Company, the Operating Partnership Company or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, result in or would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. Each of the Company, the Operating The Partnership and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by themmanner described in the Registration Statement and the Prospectus, except where the failure to possess any such Governmental Licenses would not result, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has and its subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as described in the CompanyRegistration Statement, General Disclosure Package and Prospectus, the Operating Partnership Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyPartnership Entities possesses, or at the Operating Partnership Closing Date and each Option Closing Date, if any, after giving effect to the Subsidiaries possess Formation Transactions, will possess, such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by themmanner described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to possess any such Governmental Licenses would not result, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies bodies, including, without limitation, the Washington Utilities and Transportation Commission and cities and towns within the service territory of the Company, necessary to conduct the business now operated by themthem and for the Company to own and operate its facilities, except where failure to possess any such Governmental Licenses would not resultincluding its electric plants, singly or in the aggregategas plants, in a Material Adverse Effectand other generating and transmission facilities; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse EffectChange; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectChange.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess such The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or and foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure to possess any obtain such Governmental Licenses would not resultLicenses, singly or in the aggregate, in would not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; the Company, the Operating Partnership and the Subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; and none of the Company, the Operating Partnership or any of the Subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries each Material Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess any such Governmental Licenses would not resultcould not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the its Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would could not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would could not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the its Material Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations, including without limitation, such permits, licenses, approvals, consents and other authorizations required by the DOT, the FAA, EASA and the ITAR (collectively, “Governmental Licenses”) ), issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess any such Governmental Licenses licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, Company nor the Operating Partnership or any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the their Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”), except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership and the their Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the their Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyThe Company possesses, the Operating Partnership and the Subsidiaries possess or qualifies for an exemption from any applicable requirement to obtain, such permits, licenses, certificates, certifications, approvals, clearances, registrations, exemptions, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themit, except where the failure so to possess any such Governmental Licenses or qualify would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; . The Company is, and for the Companypast three (3) years, the Operating Partnership and the Subsidiaries are as applicable, has been in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries . The Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries The Targa Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalFederal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess any such Governmental Licenses would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Targa Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and none of the CompanyProspectus, the Operating Partnership or any of the Subsidiaries has Targa Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local local, banking or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Neither the Company nor the Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, all such filings were in compliance with applicable laws when filed and no deficiencies have been asserted by any regulatory authority, agency or commission with respect to any such filings or submission, except where the failure to so file, or where such noncompliance or deficiencies would not, individually or in the aggregate, have a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Issuer and the Principal Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, statenational, local or foreign regulatory agencies or bodies necessary for the ownership or lease of their respective properties or to conduct the business businesses now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Issuer and the Principal Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership Issuer or any of the Principal Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as described in the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and the Subsidiaries Prospectus, the Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of such Governmental Licenses of the Governmental Licenses Company and its subsidiaries are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of . Except as described in the CompanyRegistration Statement, the Operating Partnership or General Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyDiamond Growers, the Operating Partnership Diamond Foods and the their respective Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the CompanyDiamond Growers, the Operating Partnership Diamond Foods and the their respective Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the CompanyDiamond Growers, the Operating Partnership Diamond Foods or any of the their respective Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultreasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents consents, franchises, clearances and other regulatory authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem and to own, lease and operate their respective properties, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; . To the knowledge of the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none . To the knowledge of the Company, neither the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating The Partnership and the Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess any such Governmental Licenses would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and none of the CompanyFinal Prospectus, the Operating Partnership or any of and the Material Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess Entities possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess any such Governmental Licenses would not resultreasonably be expected, singly individually or in the aggregate, in to have a Partnership Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected, singly individually or in the aggregate, to result in a Partnership Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected, singly individually or in the aggregate, to result in a Partnership Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregatethat, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to, individually or in the aggregate, result in a Partnership Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyPartnership Entities possesses, and on the Operating Partnership and the Subsidiaries possess Closing Date, will possess, such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by themmanner described in the General Disclosure Package and the Offering Memorandum, except where failure to possess any for such Governmental Licenses the failure of which to obtain, would not resultresult in, singly individually or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership Entities are and the Subsidiaries are will be in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are and will be valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in have a Material Adverse Effect; and and, to the knowledge of the Memorial Parties, none of the Company, the Operating Partnership or any of the Subsidiaries Memorial Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to operate their respective properties (including, without limitation, to own and maintain their mining claims and other property interests) and conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each The Company and its subsidiaries possess such licenses, certificates or permits (including, without limitation, insurance licenses from the insurance departments of the Companyvarious states and jurisdictions where the Company or its subsidiaries write insurance or otherwise conduct insurance or reinsurance business, as the case may be, or as may be required by any applicable insurance statutes of such states or other jurisdictions (collectively, the Operating Partnership and the Subsidiaries possess such permits, licenses“Insurance Licenses”)), approvals, consents and other authorizations (collectively, including the Insurance Licenses, the “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each The Guarantor and the subsidiaries of the Company, Guarantor (including the Operating Partnership and the Subsidiaries Trust) possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the CompanyTrust, the Operating Partnership Guarantor and the Subsidiaries subsidiaries of the Guarantor are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the CompanyTrust, the Operating Partnership or Guarantor nor any of the Subsidiaries subsidiaries of the Guarantor has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Issuer and the Subsidiaries possess each Securitization Entity possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure to possess any obtain such Governmental Licenses Licenses, would not result, singly or in the aggregate, result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; the Company, the Operating Partnership Issuer and the Subsidiaries are each Securitization Entity is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, not result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of where such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; and none of the Company, the Operating Partnership or any of the Subsidiaries Issuer has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect with respect to the Issuer or would render a material portion of the Franchise Agreements unenforceable.

Possession of Licenses and Permits. Each of the Company, the The Operating Partnership and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultcould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would could not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would could not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and none of the Company, neither the Operating Partnership or nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could be reasonably expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyExcept for matters governed by Environmental Laws which are addressed in Section 3.19, the Operating Partnership Xxxxx and the Xxxxx Subsidiaries possess such all material permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership of Xxxxx and the Xxxxx Subsidiaries; Xxxxx and the Xxxxx Subsidiaries are in compliance with the terms and conditions requirements of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or neither Xxxxx nor any of the Xxxxx Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Xxxxx has made available to the Acquiror all material Governmental Licenses from the Food and Drug Administration (“FDA”).

Possession of Licenses and Permits. Each of Except as described in or contemplated by the CompanyDisclosure Package and the Final Prospectus, the Operating Partnership and the Subsidiaries Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themassociated with their assets in their current stage of development, except where the failure so to possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each Except as described in the General Disclosure Package and the Prospectus, each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership Transaction Entities and the Subsidiaries their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; . Except as described in the General Disclosure Package and none of the CompanyProspectus, neither the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries nor any Predecessor Entity (or subsidiary thereof) has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit or proposed to be operated by it immediately following the offering of the Securities, except where the failure so to possess any such Governmental Licenses would is not resultreasonably likely to, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notis not reasonably likely to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notis not reasonably likely to, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries possess such certificates, authorities, permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”"GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to own, lease and operate their respective properties and to conduct the business now operated (or contemplated by the Prospectus to be operated) by them, except where the failure to possess any such Governmental Licenses would could not result, singly or in the aggregate, in reasonably be expected to have a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as disclosed in the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and the Subsidiaries Prospectus, the Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultreasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such of the Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of . Except as disclosed in the CompanyRegistration Statement, the Operating Partnership or General Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyGold Xxxx, the Operating Partnership New Gold Xxxx and the Subsidiaries their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the CompanyGold Xxxx, the Operating Partnership New Gold Xxxx and the Subsidiaries their respective subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the CompanyGold Xxxx, the Operating Partnership New Gold Xxxx or any of the Subsidiaries their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the The Company, the Operating Partnership ICG LP and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or ICG LP nor any of the Subsidiaries their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including, without limitation, the FCC) necessary to conduct the business businesses now operated by them, except where the failure to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, in have a Material Adverse Effect; the Company, the Operating Partnership Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, for the maximum license term customarily issued, with no material conditions, restrictions or qualifications, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation revocation, modification, non-renewal or modification suspension of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership Company and the its Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”), except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership Company and the its Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of the Company, the Operating Partnership Company or any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries The Targa Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess any such Governmental Licenses would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Targa Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and none of the CompanyFinal Prospectus, the Operating Partnership or any of the Subsidiaries has Targa Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as disclosed in the Company, the Operating Partnership Registration Statement and the Prospectus, (i) the Company and its Subsidiaries possess such all permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a Material Adverse Effect; (ii) all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a Material Adverse Effect; and none of (iii) neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of Except as otherwise stated in the CompanyFinal Prospectus and the Registration Statement, the Operating Partnership Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including the People’s Republic of China (“PRC”) State Council, the PRC Ministry of Information Industry, the State Development Planning Commission, the State Economic Trade Commission, the China Securities Regulatory Commission (the “CSRC”), the Ministry of Foreign Commerce (“MOC”), the Ministry of Land and Resources, the State Administration of Foreign Exchange (“SAFE”), the General Administration of Customs, the relevant Posts and Telecommunications Administrations (“PTA”) and the relevant Commodity Pricing Administration Bureau) necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation revocation, suspension or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating The Partnership and the Subsidiaries Entities have timely applied for or possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themassociated with the Assets as presently conducted, except where the failure so to apply for or possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries Entities are in compliance with the terms and conditions of all such Governmental LicensesLicenses received, except where the failure so to comply would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses received are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries has Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit or proposed to be operated by it immediately following the offering of the Securities as described in the Preliminary Offering Memorandum and the Final Offering Memorandum, except where the failure so to possess any such Governmental Licenses would is not resultreasonably likely to, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notis not reasonably likely to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notis not reasonably likely to, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership and the Subsidiaries possess their subsidiaries possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”), except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company, the Operating Partnership and the Subsidiaries are their subsidiaries is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary to conduct the business now operated by them, them as described in the Prospectus or General Disclosure Package except where the failure to possess any such Governmental Licenses licenses would not resultnot, singly or in the aggregate, in have a Material Adverse EffectEffect or as disclosed in the Prospectus or General Disclosure Package; the Company, the Operating Partnership Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, not singly or in the aggregate, result in aggregate have a Material Adverse EffectEffect or as disclosed in the Prospectus or General Disclosure Package; and none of neither the Company, the Operating Partnership or Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each The Company and the subsidiaries of the CompanyCompany possess, and are in compliance with the Operating Partnership and the Subsidiaries possess such permitsterms of, all adequate certificates, authorizations, franchises, licenses, approvals, consents consents, permits and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary or material to the conduct of the business as now operated conducted or proposed and as described in the General Disclosure Package, including, without limitation, all such certificates, approvals, authorizations, licenses and permits required by themthe United States Food and Drug Administration (the “FDA”) or any other federal, state or foreign agencies or bodies engaged in the regulation of pharmaceuticals or biohazardous materials, except where the failure so to possess any such Governmental Licenses would not resultnot, singly individually or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership and the Subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership or any of the Subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly if determined adversely to the Company or any subsidiary of the Company, would, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in have a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the their business now operated by them, except (A) where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; or (B) as otherwise specifically disclosed in the CompanyRegistration Statement, the Operating Partnership Time of Sale Information and the Prospectus; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the The Company, the Operating Partnership and the Subsidiaries its subsidiaries or their tenants possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themof the Company and its subsidiaries as described in the Registration Statement (collectively, “Governmental Licenses”), except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company and its subsidiaries and, to the Company’s knowledge, the Operating Partnership and the Subsidiaries their tenants are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating The Partnership and the Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalFederal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess any such Governmental Licenses would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership and the Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and none of the CompanyFinal Prospectus, the Operating Partnership or any of and the Material Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory or quasi-governmental agencies or bodies (including FHLMC, Fannxx Xxx, GNMA, FHA and VA) necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, in have a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and none of neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, "Governmental Authorities") necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse Effect; the Company, the Operating Partnership Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and none of the Company, the Operating Partnership Company or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Corporation and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their business as described in the business now operated by themSpecified SEC Reports (collectively, “Governmental Licenses”), except where the failure to possess any such Governmental Licenses would not resultnot, singly or in the aggregate, result in a Material Adverse EffectEffect (including when combined with other breaches of the representations and warranties in this Article III); the Company, the Operating Partnership Corporation and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse EffectEffect (including when combined with other breaches of the representations and warranties in this Article III); all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse EffectEffect (including when combined with other breaches of the representations and warranties in this Article III); and none of neither the Company, the Operating Partnership or Corporation nor any of the its Subsidiaries has received any notice of proceedings a Proceeding relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect (including when combined with other breaches of the representations and warranties in this Article III).

Possession of Licenses and Permits. Each Upon completion of the formation Transactions, each of the Company, the Operating Partnership and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations authorizations, if any (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated to be conducted by themit, except where the failure to possess any such Governmental Licenses License would not result, singly or in the aggregate, in have a Material Adverse Effect; the Company, the Operating Partnership and the its Subsidiaries are will be in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are will be valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none of neither the Company, Company nor the Operating Partnership or nor any of the its Subsidiaries has will have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyTrust, the Operating Partnership Company and the Subsidiaries possess subsidiaries of the Company possesses such permits, orders, certificates, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where failure it that is material to possess any such Governmental Licenses would not result, singly the Trust or in the aggregate, in a Material Adverse EffectCompany and its subsidiaries considered as one enterprise; each of the CompanyTrust, the Operating Partnership Company and the Subsidiaries are subsidiaries of the Company is in compliance with the terms and conditions of all such of its Governmental Licenses, except where the failure so to comply comply, would notnot reasonably be expected to have, singly singularly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect effect, would not, singly or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect; and none of the Trust, the Company or any subsidiary of the Company has received notice of any proceeding, and to the knowledge of the Trust, the Company or any subsidiary of the Company, the Operating Partnership or any of the Subsidiaries there has received any notice of proceedings been no threatened proceeding, relating to the revocation revocation, termination, suspension or modification of any such Governmental Licenses whichwhich would reasonably be expected to have, singly singularly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or them as described in the aggregate, in a Material Adverse Effect; the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and the Subsidiaries are in compliance with the terms and conditions of all such Governmental LicensesProspectus, except where the failure so to comply possess would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; . The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and none of . Neither the Company, the Operating Partnership or Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the Company, the Operating Partnership Dura and the Subsidiaries and SDC II possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary material to the conduct of the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the CompanyDura, the Operating Partnership Subsidiaries and SDC II, respectively; Dura and the Subsidiaries and SDC II are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; and none of the Company, the Operating Partnership or neither Dura nor any of the Subsidiaries Subsidiary nor SDC II has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect or an SDC II Material Adverse Effect; provided, however, that no FDA approval has been received with respect to products that SDC II currently is not permitted to market.

Possession of Licenses and Permits. Each of the The Company, the Operating Partnership its subsidiaries and the Subsidiaries its Joint Ventures possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including the PRC State Council, the PRC Ministry of Information Industry, the State Development and Planning Commission, the [CSRC], the Ministry of Foreign Trade and Economic Cooperation, the Ministry of Land and Resources, the State Administration of Foreign Exchange, the General Administration of Customs, the relevant Posts and Telecommunications Administrations ("PTA") and the relevant Price Bureaus) necessary to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or in the aggregate, in a Material Adverse Effect; the Company, the Operating Partnership its subsidiaries and the Subsidiaries its Joint Ventures are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none neither the Company nor any of the Company, the Operating Partnership its subsidiaries or any of the Subsidiaries its Joint Ventures has received any notice of proceedings relating to the revocation revocation, suspension or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Each of the CompanyThe Trust, the Operating Partnership Company and the Broker-Dealer Subsidiaries possess such material permits, licenses, approvals, consents and other governmental and regulatory authorizations (collectively, “Governmental Licenses”) issued by the from all appropriate federal, state, local or foreign regulatory agencies or bodies other public authorities (collectively, "Governmental Licenses") necessary to own and lease their properties and to conduct the business now operated by them, except where failure to possess any such Governmental Licenses would not result, singly or them in the aggregate, manner described in a Material Adverse Effectand contemplated by the Prospectus; the CompanyTrust, the Operating Partnership Company and the Broker-Dealer Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and none each of the CompanyCompany and the Broker-Dealer Subsidiaries is in all material respects complying therewith; and neither the Trust, the Operating Partnership or Company nor any Broker-Dealer Subsidiary of the Subsidiaries Company has received any notice or otherwise has knowledge of any proceedings or actions relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if in the subject reasonable judgment of an unfavorable decisionthe Company, ruling or finding, would is likely to result in a Material Adverse Effect.