Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by it, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the . The Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, the . 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Each of the Manager and the Servicer possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “such Governmental Licenses”) Licenses issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the its business as now operated by itoperated, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; each of the Company Manager and the Servicer is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of and neither the date hereof, Manager nor the Company Servicer 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. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by itthem, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the . The Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, the . 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies and third parties, governmental or otherwise necessary to conduct the business now operated by itit as described in the General Disclosure Package and the Final Prospectus, except where the failure for such failures to obtain such Governmental Licensespossess Licenses as would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain for such Governmental Licenses, singly or in Licenses the aggregate, absence of which would not have cause a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Company Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Company Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, have a Material Adverse Effect; all of the Company Governmental Licenses are valid and in full force and effect, except where the invalidity of such Company Governmental Licenses or the failure of such Company Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Company 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. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company it and is in compliance with the terms and condition conditions of all such Governmental Licenses, except (a) as disclosed in the Registration Statement, the Disclosure Package and the Prospectus or (b) where the failure so to so possess any such Governmental License or to comply therewith would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and the Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses, the revocation or modification of which would, 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign or foreign, regulatory agencies or bodies necessary to conduct the business businesses now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company Fund possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by itas contemplated in the Prospectus, except where the failure to obtain absence of such Governmental Licenses, singly or in the aggregate, possession would not have result in a Material Adverse Effect; the Company Fund is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of and the date hereof, the Company Fund 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. The Company Fund possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company Fund is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of and the date hereof, the Company Fund 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Company Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Company Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, have a Material Adverse Effect; all of the Company Governmental Licenses are valid and in full force and effect, except where the invalidity of such Company Governmental Licenses or the failure of such Company Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Company 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. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by itthe Company, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain so possess such Governmental LicensesLicenses would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse EffectChange; and, as of the date hereof, and the Company has not received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where them other than those the failure to obtain such Governmental Licenses, singly or in the aggregate, absence of which would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure so to obtain possess such Governmental LicensesLicenses would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Change. The Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all Change. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have result in a Material Adverse Effect; and, as of the date hereof, Change. Neither the Company nor any of its Subsidiaries 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.

Possession of Licenses and Permits. The Company Fund possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company Fund is in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, the Company Fund 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. The Company possesses adequate and its Designated Subsidiaries (i) possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or Bermuda or other foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and (ii) are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, have a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except where 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, have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Designated Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichwhich would, singly 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. The Company Fund possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by itas contemplated in the Prospectus, except where the failure to obtain absence of such Governmental Licenses, singly or in the aggregate, possession would not have result in a Material Adverse Effect; the Company Fund is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of and the date hereof, the Company Fund 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where for such Governmental Licenses the failure of which to obtain such Governmental Licenses, singly or in the aggregate, possess would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries has not received any written notice of any judicial or administrative 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary for the ownership of its assets and to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in have obtained the aggregate, same would not have cause a Material Adverse EffectChange; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, not singly or in the aggregate, have aggregate cause a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure to be in full force and effect would not have singly or in the aggregate cause a Material Adverse EffectChange; and, as of the date hereof, and 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, finding would result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where other than those the failure to obtain such Governmental Licenses, singly or in the aggregate, absence of which would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company Except as disclosed in the Registration Statement or as would not have a Material Adverse Effect, (i) Iridium possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company Iridium and (ii) Iridium is in compliance with the current terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor Iridium 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. This representation does not extend to Governmental Licenses required for Iridium to conduct its business as proposed to be conducted, most of which have not been obtained.

Possession of Licenses and Permits. The Each of the Company and its subsidiaries possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated conducted by itthem, except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, License would not have result in a Material Adverse Effect; each of the Company and its subsidiaries is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of Governmental Licenses to be in full force and effect would not have result in a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichwhich would, 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. The Company possesses adequate and its Significant Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”"GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect; the Company is and its Significant Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Significant Subsidiaries 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. The Company possesses adequate and its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licenses, singly or in have obtained the aggregate, same would not have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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, finding would result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and the ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as and neither the Company nor any of the date hereof, the Company Subsidiaries 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. The Company possesses adequate Each of the Company, the Bank and the Bank’s Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Agencies necessary to conduct the business now operated by it, it except where the failure to obtain possess such Governmental LicensesLicenses would not, singly singularly or in the aggregate, would not have a Material Adverse EffectEffect on the Company and its Subsidiaries taken as a whole; the Company and each Subsidiary of Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse EffectEffect on the Company and its Subsidiaries taken as a whole; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse EffectEffect on the Company and its Subsidiaries taken as a whole; and, as and neither the Company nor any Subsidiary of the date hereof, 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 result in a Material Adverse EffectLicenses.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies in Mexico and in each other applicable jurisdiction necessary to conduct the business now operated by itthem, except where the failure to obtain have such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations authorizations, including, without limitation, under the Xxxx-Xxxxx Act (collectively, “"Governmental Licenses”) "), issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; them and the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess such Governmental Licenses or to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company CarMax possesses adequate permitsor, licensesas of the Closing Time, approvalshas applied, consents and other authorizations (collectively, “for such Governmental Licenses”) Licenses issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company CarMax is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; except for Governmental Licenses that have been applied for as of the Closing Time, all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as Effect or would render a material portion of the date hereof, the Company Receivables unenforceable; and CarMax 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 would render a material portion of the Receivables unenforceable.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, possess would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, do so would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries nor any of its subsidiaries 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. The Company possesses adequate and the Bank possess such permits, licenses, approvals, registrations, memberships, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and the Bank are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, effect except where the invalidity of such Governmental Licenses or the failure of such Licenses to be in full force and effect would not have not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and, as of the date hereof, and neither the Company nor the Bank 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 findinga finding would, would individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such certificates, permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain so possess such Governmental LicensesGovernment Licenses would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is them and are in compliance with the terms and condition conditions of all such Governmental Licenses, except (a) as disclosed in the Registration Statement, the Disclosure Package and the Prospectus or (b) where the failure so to so possess any such Governmental License or to comply therewith would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses, the revocation or modification of which would, 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. The Company possesses adequate and its Subsidiaries own or possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where them other than those the failure to obtain such Governmental Licenses, singly or in the aggregate, absence of which would not have a Material Adverse EffectChange; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have result in a Material Adverse EffectChange; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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.

Possession of Licenses and Permits. The Company Advisor possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, the “Advisor Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the its business now operated by it, except where the failure to obtain such Governmental Licenses, singly or as described in the aggregate, would not have a Material Adverse EffectFinal Prospectus and the Disclosure Package; the Company Advisor is in compliance with the terms and condition conditions of all such Advisor Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, have a an Advisor Material Adverse Effect; all of the Advisor Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Advisor Governmental Licenses or the failure of such Advisor Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, have a an Advisor Material Adverse Effect; and, as of and the date hereof, the Company Advisor has not received any notice of proceedings relating to the revocation or modification of any such Advisor Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a an Advisor Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary for the ownership of its respective assets and to conduct the business as now operated by it, except where the failure to obtain such Governmental Licenses, singly or in have obtained the aggregate, same would not have a Material Adverse Effect; the . The Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, not singly or in the aggregate, aggregate have a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure to be in full force and effect would not singly or in the aggregate have a Material Adverse Effect; and, as of the date hereof, the . The Company has not 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. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereofof this Agreement, 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business it now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectoperates; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations authorizations, including, without limitation, under the Knox-Xxxxx Xxx (collectively, “"Governmental Licenses”) "), issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would could not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force ; and effect would not have a Material Adverse Effect; and, as of the date hereof, neither the Company nor any of its Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses. 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 be so in compliance could not, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and, to the knowledge of the Company, 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain so possess such Governmental LicensesLicenses would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain possess such a Governmental LicensesLicense would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company Trust possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by itas contemplated in the Prospectus, except where the failure to obtain absence of such Governmental Licenses, singly or in the aggregate, possession would not have reasonably be expected to result in a Material Adverse Effect; the Company Trust is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; and, as of and the date hereof, the Company Trust 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, License would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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 could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse EffectEffect or as otherwise disclosed in the Memorandum; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse EffectEffect or as otherwise disclosed in the Memorandum; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse EffectEffect or as otherwise disclosed in the Memorandum; and, as of the date hereof, and 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 result in a Material Adverse EffectEffect or as otherwise disclosed in the Memorandum.

Possession of Licenses and Permits. The Company possesses adequate and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as and neither the Company nor any of the date hereof, the Company Subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company Trust possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by itas contemplated in the Prospectus, except where the failure to obtain absence of such Governmental Licenses, singly or in the aggregate, possession would not have result in a Material Adverse Effect; the Company Trust is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of and the date hereof, the Company Trust 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. The Except as disclosed in the Registration Statement or as would not have a Material Adverse Effect, (i) the Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; and (ii) the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess or will possess on or prior to the Closing Time such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, their respective businesses except where the failure to obtain so possess such Governmental Licenses, singly or Licenses could not reasonably be expected to result in the aggregate, would not have a Material Adverse Effect; the Company is and its respective subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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 aggregate could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain so possess such Governmental LicensesLicenses would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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 could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents Manager and other authorizations (collectively, “the Administrator possess such Governmental Licenses”) Licenses issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company is Manager and the Administrator are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of and neither the date hereof, Manager nor the Company Administrator 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain have such Governmental Licenses, Government Licenses would not singly or in the aggregate, would not aggregate have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain such Governmental Licensespossess the same would not, singly or in the aggregate, would not aggregate have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary for the ownership of their respective assets and to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licenses, singly or in have obtained the aggregate, same would not have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, not singly or in the aggregate, aggregate have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure to be in full force and effect would not singly or in the aggregate have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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, finding would result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, do so would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Company Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Company Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, have a Material Adverse Effect; all of the Company Governmental Licenses are valid and in full force and effect, except where the invalidity of such Company Governmental Licenses or the failure of such Company Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, have a Material Adverse Effect; and, as of the date hereof, and neither the Company has not nor any of its subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Company 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. The Except as otherwise stated ---------------------------------- in the Prospectuses, the Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, in the reasonable judgment of the Company, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, in the reasonable judgment of the Company, have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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 in the subject reasonable judgement of an unfavorable decisionthe Company, ruling or finding, would is likely to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental "Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary to conduct the business now operated by itthem as described in the General Disclosure Package and the Final Prospectus, except where the failure for such failures to obtain such Governmental Licenses, singly or in the aggregate, possess Licenses as would not individually or collectively have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licensespossess the same would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, registrations, certifications, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licensesso possess any of the foregoing would not, singly individually or in the aggregate, would not have reasonably be expected to result in a Material Adverse EffectEffect (collectively, “Governmental Licenses”); the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force ; and effect would not have a Material Adverse Effect; and, as of the date hereof, neither the Company nor any of its subsidiaries has not received received, or has reason to believe that it will receive, any notice of proceedings relating to the revocation revocation, suspension or modification of any such Governmental Licenses whichwhich revocation or modification would, singly individually 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Agencies necessary to conduct the business now operated by it, them except where the failure to obtain possess such Governmental LicensesLicenses would not reasonably be expected to have, singly singularly or in the aggregate, would not have a Material Adverse EffectEffect on the Company or such applicable Subsidiary; the Company and each Subsidiary of the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would notnot reasonably be expected to have, singly individually or in the aggregate, have a Material Adverse EffectEffect on the Company or such applicable Subsidiary of the Company; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; and, as Effect on the Company or such applicable Subsidiary of the date hereof, Company; and neither the Company nor any Subsidiary of the Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, except where such proceedings would result in not have a Material Adverse EffectEffect on the Company or such applicable Subsidiary.

Possession of Licenses and Permits. The Except as would not result, singly or in the aggregate, in a Material Adverse Effect, each of the Company possesses adequate and its Subsidiaries own or possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business their respective businesses as now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectoperated; each of the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor its Subsidiaries 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. The Company possesses adequate ---------------------------------- such permits, licenses, approvals, consents and other authorizations including, but not limited to, any and all 510(k) clearances relating to the Company's products, (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where it and to sell the failure to obtain such Governmental Licenses, singly or products described in the aggregate, would not have a Material Adverse EffectProspectus; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and 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 result in a Material Adverse EffectLicenses.

Possession of Licenses and Permits. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Company Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Company Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Company Material Adverse Effect; all of the Company Governmental Licenses are valid and in full force and effect, except where the invalidity of such Company Governmental Licenses or the failure of such Company Governmental Licenses to be in full force and effect would not have result in a Company Material Adverse Effect; and. Except as set forth in the Time of Sale Prospectus, as of the date hereof, neither the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Company Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and each of its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Agencies necessary to conduct the business now operated by it, them except where the failure to obtain possess such Governmental LicensesLicenses would not, singly singularly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; Effect on the Company or such applicable Subsidiary. The Company and each Subsidiary of the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all Effect on the Company or such applicable Subsidiary of the Company. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; and, as Effect on the Company or such applicable Subsidiary of the date hereof, Company. Neither the Company nor any Subsidiary of 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 result in a Material Adverse EffectLicenses.

Possession of Licenses and Permits. The Company possesses adequate Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, subject to the qualifications as set forth in the Registration Statement, General Disclosure Package and the Prospectus and except where the failure to obtain for such Governmental LicensesLicenses that, singly if not obtained, would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect; and, except as would not reasonably be expected to have, individually or in the Company is aggregate, a Material Adverse Effect, the Partnership Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; Licenses all of the such Governmental Licenses are valid and in full force and effect, except where ; and the invalidity of such Governmental Licenses to be in full force and effect would not Partnership Entities have a Material Adverse Effect; and, as of the date hereof, the Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses, singly except for such revocations or modifications that would not reasonably be expected to have, 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain such Governmental Licensespossess the same would not, singly or in the aggregate, would not aggregate have a Material Adverse Effect; the Company is and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its Subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem, except where the failure to obtain possess such Governmental LicensesLicenses would not, singly or in the aggregate, would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and the Subsidiaries possess such certificates, authorities, permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as and neither the Company nor any of the date hereof, the Company Subsidiaries 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. The Company Except as specifically disclosed in the Registration Statement and the Prospectus, the Manager possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) such licenses issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary for the Manager to conduct perform its duties set forth in the business now operated by itManagement Agreement (“Governmental Licenses”), except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect; the Company Manager is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have not, singly or in the aggregate, result in a Material Adverse Effect; and, as of and the date hereof, the Company 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. The Company possesses adequate Each of the QEP Entities possesses, or at the Closing Date and each Option Closing Date, if any, after giving effect to the Pre-Closing Transactions, will possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by itmanner described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to the qualifications set forth in the Registration Statement, the General Disclosure Package and the Prospectus, including, but not limited to, the qualifications set forth under the caption “Business—Title to Properties and Permits,” except where the failure to obtain possess such Governmental LicensesLicenses would not result in a Material Adverse Effect; and except as would not, singly individually or in the aggregate, would not have result in a Material Adverse Effect; , the Company is QEP Entities are (i) in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; (ii) all of the such Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force effect and effect would not have a Material Adverse Effect; and, as (iii) none of the date hereof, the Company QEP Entities 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 EffectLicenses.

Possession of Licenses and Permits. The Company CarMax possesses adequate permitsor, licensesas of the Closing Time, approvalshas applied, consents and other authorizations (collectively, “for such Governmental Licenses”) Licenses issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company CarMax is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse EffectEffect with respect to CarMax; except for Governmental Licenses that have been applied for as of the Closing Time, all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as Effect with respect to CarMax or would render a material portion of the date hereof, the Company Receivables unenforceable; and CarMax 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 CarMax or would render a material portion of the Receivables unenforceable.

Possession of Licenses and Permits. The Company Manager possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “such Governmental Licenses”) Licenses issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; the Company Manager is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or not result in the aggregate, have 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 where the invalidity of such Governmental Licenses to be in full force and effect failure would not have result in a Material Adverse Effect; and, as Effect or would render a material portion of the date hereof, Franchise Agreements unenforceable; and the Company 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 EffectEffect with respect to the Manager or would render a material portion of the Franchise Agreements unenforceable.

Possession of Licenses and Permits. The Company possesses adequate and its ---------------------------------- subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain lack of such Governmental Licenses, singly or in the aggregate, possession would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its ---------------------------------- subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”Licensees") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain such Governmental Licenses, singly or in the aggregate, as would not have reasonably be expected to result in a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, them except where the failure to obtain possess such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and neither the Company nor any of its subsidiaries 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. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure it or proposed to obtain such Governmental Licenses, singly or be operated by it as described in the aggregate, would not have a Material Adverse EffectProspectus; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, in the reasonable judgment of the Company, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, in the reasonable judgment of the Company, have a Material Adverse Effect; and, as of the date hereof, and 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 would, in the reasonable judgment of the Company, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply NY 246001196v2 would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereofof this Agreement, 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 result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company it and is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess any such Governmental License or to comply therewith would not, singly or in the aggregate, have a Material Adverse 6 __________________________________________________________ Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, and the Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses, the revocation or modification of which would, 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. The Company possesses adequate and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Company Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effectthem; the Company is and its subsidiaries are in compliance with the terms and condition conditions of all such Company Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Company Material Adverse Effect; all of the Company Governmental Licenses are valid and in full force and effect, except where the invalidity of such Company Governmental Licenses or the failure of such Company Governmental Licenses to be in full force and effect would not have result in a Company Material Adverse Effect; and. Except as set forth in the Time of Sale Prospectus, as of the date hereof, neither the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Company Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company Material Adverse Effect.

Possession of Licenses and Permits. The Company Trust possesses adequate such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”"GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect; the Company Trust is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have result in a Trust Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have result in a Trust Material Adverse Effect; and, as of and the date hereof, the Company Trust 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 Trust Material Adverse Effect.

Possession of Licenses and Permits. The Company possesses adequate and the ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where of the failure to obtain such Governmental Licenses, singly or Company as described in the aggregate, would not have a Material Adverse EffectProspectuses; the Company is and the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and, as and neither the Company nor any of the date hereof, the Company Subsidiaries 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.