Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or the failure of the Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess obtain such Governmental Licenses, singly or in the aggregate, would not reasonably be expected tohave a Material Adverse Effect. The Company and its Subsidiaries are 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, result in a Material Adverse Effect. The Transaction Entities , and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither As of the Transaction Entities nor any date hereof, none of their respective subsidiaries has the Company or its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any of the 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. To the knowledge of the Company, the Advisor possesses such 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 result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementPreference Offering Memorandum, the General Disclosure Package Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, concessions, consents and other authorizations (including, without limitation, all permits required for the operation of the business of the Company and its subsidiaries by the Republic of Poland and the United Kingdom) (collectively, the “"Governmental Licenses”") issued by the appropriate Governmental Entities domestic or foreign regulatory agencies or bodies, other governmental authorities or self regulatory organizations necessary to conduct the business now operated by themthem or any business currently proposed to be conducted by them as described in the Preference Offering Memorandum; the Company and its subsidiaries, except as disclosed in the Preference Offering Memorandum and except where the failure to so to possess comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities and their respective subsidiaries , are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except as disclosed in the Preference Offering Memorandum and except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except ; and except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPreference Offering Memorandum, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. To the knowledge of the Company, except as described in the Preference Offering Memorandum, there exists no reason or cause that could justify the variation, suspension, cancellation or termination of any such Governmental Licenses held by the Company or any of its subsidiaries with respect to the construction or operation of their respective businesses, which variation, suspension, cancellation or termination could reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectus to the actual knowledge of the Transaction Entities, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The To the actual knowledge of the Transaction Entities, the Transaction Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All To the actual knowledge of the Transaction Entities, all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed otherwise described in the Registration Statement, the General Disclosure Package Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in the Registration Statement, neither the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect, and all such filings were in material compliance with applicable laws when filed and 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. Except as disclosed in Each of the Registration StatementCompany and its Subsidiaries, including without limitation the General Disclosure Package and the ProspectusOperating Partnership, the Transaction Entities and their respective subsidiaries possess such possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected toobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus. The Transaction Entities Company, and their respective subsidiaries are its Subsidiaries, including without limitation the Operating Partnership each is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except Effect or as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, neither . Each of the Transaction Entities nor any of their respective subsidiaries Company and its Subsidiaries, including without limitation the Operating Partnership, has not received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company has fulfilled and their respective subsidiaries are in compliance with the terms and conditions of performed all of its material obligations with respect to the Governmental LicensesLicenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so to comply fulfill or perform, or the occurrence of such event, would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any of the 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. Except The Company and each of its Subsidiaries have made all filings, applications, declarations and submissions required by, and own or possess all approvals, licenses, certificates, clearances, consents, exemptions, marks, notifications, orders, authorizations and permits issued by the appropriate local, state, federal or foreign regulatory agencies or bodies, including all such registrations, approvals, certificates, authorizations and permits required by the United States Food and Drug Administration (the “FDA”) which are required for the ownership of their respective properties or the conduct of their current respective businesses as disclosed described in the Registration Statement, the General Disclosure Package and the ProspectusProspectus (each, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the a “Governmental LicensesLicense”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so any failures to possess or any noncompliance would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities Effect and their respective subsidiaries are in compliance with neither the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or the failure of the Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation any revocation, modification or modification of cancellation of, any of the such Governmental Licenses License, which, 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. Where required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where such failure would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, except any deficiencies which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations required (i) under the Medicare and Medicaid programs, (ii) under the Clinical Laboratories Improvement Act of 1967, as amended (“CLIA”) and (iii) as otherwise necessary to conduct the business now operated by them respectively, issued by United States Centers for Medicare and Medicaid Services (“CMS”), the FDA and each other appropriate federal, state, local or foreign regulatory agencies or bodies including, but not limited to, any foreign regulatory authorities performing functions similar to their respective functions (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect, and nor are there, to the knowledge of the Company, any pending or threatened actions, suits, claims or proceedings against the Company or any subsidiary before any court, governmental agency or body including, but not limited to, CMS and the FDA or otherwise that would reasonably be expected to limit, revoke, cancel, suspend or cause not to be renewed any Governmental Licenses, in each case, which would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package Prospectus and any Permitted Free Writing Prospectus to the Prospectusactual knowledge of the Transaction Entities, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The To the actual knowledge of the Transaction Entities, the Transaction Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All To the actual knowledge of the Transaction Entities, all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 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 would not, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and 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. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company as described in the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration, and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are ; the Company is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package ; and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any of the 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. The Company has no reason to believe that any party granting any such Governmental Licenses is considering limiting, suspending or revoking the same in any material respect. Where required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where such failure would not, singly or in the aggregate, have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, except any deficiencies which could not, singly or in the aggregate, have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except The Company and its subsidiaries possess such permits, licenses, approvals, clearances, certificates, consents and other authorizations issued by the appropriate Governmental Entities necessary to conduct the business as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations Prospectus (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the such Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by them (“Applicable Laws”), except where such noncompliance would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any Governmental Licenses required by any such Applicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementThe Company and its subsidiaries possess, the General Disclosure Package and the Prospectusor qualify for an exemption from any applicable requirement to obtain, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, medical devices or activities related to the business now operated by the Company and its subsidiaries in such jurisdictions), except where the failure so to possess or qualify would not reasonably be expected tonot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to result in a Material Adverse Effect. The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by them (“Applicable Laws”), except where such noncompliance would not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any Governmental Licenses required by any such Applicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not be reasonably expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such material permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies (including, without limitation, all regulations and orders of, or agreements with, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation) necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly singularly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly singularly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Neither the Company nor any of its Significant 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 would not, singularly or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and 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. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such permits, licenses, certificates, clearances, registrations, exemptions, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) (including, without limitation, all such Governmental Licenses required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, medical devices or activities related to the business now operated by the Company in such jurisdiction) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess or qualify would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any material impairment to the Registration Statement, the General Disclosure Package and the Prospectus, neither rights of the Transaction Entities nor holder of any of their respective subsidiaries Governmental License. The Company has not received any notice of proceedings relating to the limitation, suspension, revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Group Entities and their respective subsidiaries possess such permits, authorizations, permissions, clearances, certificates, qualifications, registrations, declarations, filings, licenses, franchises, concessions, orders, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, and have made all necessary declarations and filings with the appropriate Governmental Entities, except where the failure so to possess possess, declare or file would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Group Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries the Group Entities has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not not, singly or in the aggregate, reasonably be expected toto result in a Material Adverse Effect (collectively, “Governmental Licenses”). The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company has fulfilled and their respective subsidiaries are in compliance with the terms and conditions of performed all of its material obligations with respect to the Governmental LicensesLicenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so to comply fulfill or perform, or the occurrence of such event, would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any of the 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. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Transaction Entities Company and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure so to possess any such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities , (B) the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to possess or comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All , (C) all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in Effect and (D) neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Without limiting the foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated October 14, 2011, authorizing the issuance of the Securities and such issuance is in compliance with the terms and conditions of such authorization. Such authorization is in full force and effect and has not been amended, supplemented or otherwise modified. No proceeding to review, suspend, limit, modify, restrict or revoke such authorization has been instituted.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, including, without limitation, all such Governmental Licenses required by the United States Environmental Protection Agency or any component thereof and/or by any other U.S., state, local or foreign government or environmental regulatory agency, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company has fulfilled and their respective performed all of its obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or its Subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the aggregate, result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementThe Company, the General Disclosure Package and the Prospectus, the Transaction Entities Operating LLC and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themin the manner described in the General Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company, the Operating LLC and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration StatementCompany, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Operating LLC nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in Each of the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction BIP Entities and their respective subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction ; each of the BIP Entities and their respective subsidiaries are is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither none of the Transaction BIP Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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, and there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, known to BIP, that could lead to the revocation, suspension, modification, withdrawal or termination 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. To the knowledge of BIP, no party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, registrations, memberships, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or where the failure of the Governmental Licenses to be in full force and effect so would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, all such filings were in compliance with applicable laws when filed and no deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions, except where the failure to so file or comply, or any such asserted deficiencies, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Possession of Licenses and Permits. Except The Company and each of its subsidiaries possess all licenses, certificates, authorizations and permits issued by, and have made all declarations and filings with, the appropriate local, state, federal or foreign regulatory agencies or bodies, including, without limitation, those administered by the U.S. Food and Drug Administration of the U.S. Department of Health and Human Services (“FDA”) or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA which are necessary or desirable for the ownership of their respective properties or the conduct of their respective businesses as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations Final Prospectus (collectively, the “Governmental LicensesPermits”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so any failures to possess would not reasonably be expected toor make the same, singly singularly or in the aggregate, result in would not have a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms all such Governmental Permits, and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses Permits are valid and in full force and effect, except when where the invalidity of the Governmental Licenses failure to be in such compliance or the validity or failure of the such Governmental Licenses Permits to be in full force and effect would not reasonably be expected tonot, singly singularly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in Neither the Registration StatementCompany nor any subsidiary has received notification of any revocation, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental Permit and, to the General Disclosure Package knowledge of the Company after reasonable investigation, no event has occurred that allows or results in, or after notice or lapse of time or both would allow or result in, revocation, suspension, termination or invalidation (or proceedings related thereto ) of any such Governmental Permit and the Prospectus, neither of the Transaction Entities nor Company has no reason to believe that any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, Permit will not be renewed (if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effectrenewal is required).

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are in compliance in all material respects with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has have received any notice of proceedings relating to the revocation or modification of any 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. To the knowledge of the Transaction Entities, (i) Trilogy Management Services, LLC (the “Trilogy Manager”) and its subsidiaries possess such Governmental Licenses issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect, and (ii) the Trilogy Manager has not received any notice of proceedings relating to the revocation or modification of any 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, certificates, licenses, approvals, clearances, registrations, exemptions, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (collectively, “Governmental Licenses”), including without limitation, all such Governmental Licenses required by the United States Food and Drug Administration (“FDA”) or any component thereof and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”) except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither Each of the Transaction Entities Company and its subsidiaries has fulfilled and performed all of its material obligations with respect to the Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any License. Neither the Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Transaction Entities Company and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure so to possess any such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities , (B) the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to possess or comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All , (C) all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in Effect and (D) neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Without limiting the foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated November 14, 2017, authorizing the issuance of the Securities and such issuance is in compliance with the terms and conditions of such authorization. Such authorization is in full force and effect and has not been amended, supplemented or otherwise modified. No proceeding to review, suspend, limit, modify, restrict or revoke such authorization has been instituted.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance in all material respects with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not not, singly or in the aggregate reasonably be expected toto result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, the Transaction Entities Company and their respective subsidiaries each of its Subsidiaries possess such permitsor have obtained, all licenses, certificates, consents, orders, approvals, consents permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectuses (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them), except where the failure so to possess possess, obtain or make the same would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, neither of the Transaction Entities Company nor any of their respective subsidiaries has its Subsidiaries have received any written notice of proceedings any proceeding relating to the revocation or modification of any of such Governmental License or has any reason to believe that such Governmental License will not be renewed in the Governmental Licenses whichordinary course, singly except where such revocation, modification or failure to obtain any such renewal would not, 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not not, singly or in the aggregate, reasonably be expected toto result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package Investview and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themInvestview, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Investview and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration StatementNo Governmental License has expired, the General Disclosure Package terminated or been suspended and the Prospectusno Governmental License will expire, neither of the Transaction Entities terminate or be suspended within 90 days. Neither Investview nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses, nor is Investview or any of its subsidiaries aware of any facts or circumstances that could reasonably be expected to result in proceedings relating to the revocation or modification of any Governmental Licenses 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse EffectChange. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse EffectChange. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Change. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse EffectChange. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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 EffectChange.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and its Subsidiaries and the Prospectus, the Transaction Entities and their respective subsidiaries Operating Partnership possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess obtain such Governmental Licenses, singly or in the aggregate, would not reasonably be expected tohave a Material Adverse Effect. The Company and its Subsidiaries and the Operating Partnership are 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, result in a Material Adverse Effect. The Transaction Entities , and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither As of the Transaction Entities nor any date hereof, none of their respective subsidiaries has the Company or its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any of the 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. To the knowledge of the Company, the Advisor possesses such 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 result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, registrations, memberships, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess any such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Transaction Entities ; the Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. All Effect and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any such Governmental License or result in any other material impairment of the rights of any such Governmental License; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or where the failure of the Governmental Licenses to be in full force and effect so would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses. Neither the Company nor any of the Governmental Licenses whichits Subsidiaries has failed to file with applicable regulatory authorities any material statement, singly report, information or form required by any applicable law, regulation or order, all such filings were in the aggregatematerial compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, if the subject of an unfavorable decision, ruling agency or finding, would result in a Material Adverse Effectauthority with respect to any such filings or submissions.

Possession of Licenses and Permits. Except as disclosed in The Company and its subsidiaries, and, to the Registration Statementknowledge of the Company, the General Disclosure Package tenants, operators and borrowers of the ProspectusCompany or its subsidiaries, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the such Governmental Licenses of the Company and its subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration StatementCompany or any of its subsidiaries, nor, to the knowledge of the Company, the General Disclosure Package and the Prospectustenants, neither operators or borrowers of the Transaction Entities nor any of their respective subsidiaries Company or its subsidiaries, has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except The Company has fulfilled and performed all of its obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the Company as disclosed a holder of any Governmental License, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the Registration Statementaggregate, result in a Material Adverse Effect. Neither the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such material permits, licenses, waivers, certificates, accreditations, clearances, registrations, exemptions, provider or supplier numbers, approvals, consents and other authorizations and supplements or amendments thereto (collectively, the “Governmental Licenses”) issued required by the appropriate Governmental Entities necessary to conduct the business now operated by themit (including, except where without limitation, all Governmental Licenses required by the failure so to possess would not reasonably be expected toFDA, singly the U.S. Department of Health and Human Services or any other federal, state, local or foreign agencies or bodies engaged in the aggregateregulation of clinical or preclinical studies, result in a Material Adverse Effectpharmaceuticals, biologics, biohazardous substances, medical devices, laboratory tests or other activities related to the business now operated by the Company). The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would reasonably be expected to allow, revocation or termination thereof or result in any other material impairment of the rights of the Company as a holder of any permit. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any notice of proceedings relating to the revocation revocation, suspension or material modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themit, including without limitation, all such permits, licenses, approvals, consents and other authorizations required by the United States Food and Drug Administration (the “FDA”), the European Medicines Agency (the “EMA”), or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to possess such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any written notice of proceedings relating to the actual revocation or modification of any of the Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the extent required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring in the United States; all such submissions, if any, were in material compliance with applicable laws and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions. To the extent required by applicable laws and regulations of countries within the European Union, the Company has submitted to the national medicinal agencies of such countries a Clinical Trial Authorization application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring in such countries; all such submissions, if any, were in material compliance with applicable laws and regulations when submitted and no material deficiencies have been asserted by the national medicinal agencies with respect to any such submissions.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and Prospectus or the Prospectusdocuments incorporated by reference therein, the Transaction Entities Company and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (including, without limitation, all permits required for the operation of the business of the Company and its Subsidiaries by the FCC and each state and local authority that regulates the activities of the Company) (collectively, the “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, other governmental authorities or self regulatory organizations necessary to conduct the business now operated by themthem except as would not result in a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to possess comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are in compliance with the terms and conditions of ; all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except ; and except as disclosed in the Registration Statement, Prospectus or the General Disclosure Package and the Prospectusdocuments incorporated by reference therein, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. To the knowledge of the Company, except as described in the Registration Statement, Prospectus or the documents incorporated by reference therein, there exists no reason or cause that could justify the variation, suspension, cancelation or termination of any such Governmental Licenses held by the Company or any of its Subsidiaries with respect to the construction or operation of their respective businesses, which variation, suspension, cancelation or termination could reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, individually or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in The Partnership Entities have filed or caused to be filed with the Registration Statementappropriate Governmental Entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the General Disclosure Package business of the Partnership and the Prospectus, the Transaction Entities related facilities under all applicable laws and their respective subsidiaries rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Entities possess such valid and current certificates, permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Transaction Partnership Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither None of the Transaction Partnership Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials or activities related to the business now operated by the Company and its subsidiaries) (collectively, “Governmental Licenses”), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by them (“Applicable Laws”), except where such noncompliance would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any Governmental Licenses required by any such Applicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of preclinical studies, clinical trials, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in At the Registration StatementClosing Time, after giving effect to the Transactions, the General Disclosure Package and the Prospectus, the Transaction Partnership Entities and their respective subsidiaries will possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities or rights of use related thereto set forth in the Omnibus Agreement necessary to conduct the business now operated by themWestern Logistics LP Business, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction A Western Entity possesses, and immediately prior to the Closing Time will possess, such Governmental Licenses issued by the appropriate Governmental Entities and their respective subsidiaries are in compliance with necessary to conduct the terms and conditions of all of the Governmental LicensesWestern Logistics LP Business, except where the failure so to comply possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All At the Closing Time, after giving effect to the Transactions, the Partnership Entities will be in compliance with the terms and conditions of the all Governmental Licenses are valid and in full force and effectLicenses, except when the invalidity of the Governmental Licenses or where the failure of the Governmental Licenses so to be in full force and effect comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed Each Western Entity that possesses any such Governmental License necessary to conduct the Western Logistics LP Business is, and immediately prior to the Closing Time will be, in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the Registration Statementaggregate, result in a Material Adverse Effect. At the General Disclosure Package and the ProspectusClosing Time, neither all of the Transaction Governmental Licenses will be valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. None of the Western Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in The Partnership Entities have filed or caused to be filed with the Registration Statementappropriate Governmental Entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the General Disclosure Package business of the Partnership and the Prospectus, the Transaction Entities related facilities under all applicable laws and their respective subsidiaries rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Entities possess such valid and current certificates, permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Transaction Partnership Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither None of the Transaction Partnership Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in The Company and its subsidiaries, and, to the Registration Statementknowledge of the Company, the General Disclosure Package tenants, operators and borrowers of the ProspectusCompany or its subsidiaries, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the such Governmental Licenses of the Company and its subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration StatementCompany or any of its subsidiaries, nor, to the knowledge of the Company, the General Disclosure Package and the Prospectustenants, neither operators or borrowers of the Transaction Entities nor any of their respective subsidiaries Company or its subsidiaries, has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries ---------------------------------- Subsidiaries possess such all permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to federal, state, local or foreign regulatory agencies or bodies (including the FCC, the public utilities commission, or any equivalent body, of each state in which the Company and its Subsidiaries do business and any other relevant state and local authorities (the "Local Authorities")) required for the conduct of the ----------------- business now operated by themthem (collectively, "Governmental Licenses"), --------------------- except where the failure so to possess any such permit, license, approval, consent or authorization would not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective subsidiaries the Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are (except for the effects of the 1996 Act as described in the Prospectuses) valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected toto have a Material Adverse Effect; there is no outstanding adverse judgment, decree or order that has been issued by the FCC or any of the Local Authorities against the Company or any of the Subsidiaries and which, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries the Subsidiaries has received any notice of or is aware of proceedings relating to the revocation or modification of any such Governmental Licenses or that would otherwise affect the operations of the Governmental Licenses Company or the Subsidiaries and 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, certificates, licenses, approvals, clearances, registrations, exemptions, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (collectively, “Governmental Licenses”), including without limitation, all such Governmental Licenses required by the United States Food and Drug Administration (“FDA”) or any component thereof and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”) except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither Each of the Transaction Entities Company and its Subsidiaries has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Governmental License. Neither the Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company and its subsidiaries as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration, and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings (nor, to the Company’s and its subsidiaries’ knowledge, are any proceedings threatened against the Company or any of its subsidiaries) relating to the revocation or modification of any of the 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. Where required by applicable laws and regulations of the FDA, the Company and its subsidiaries have submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where such failure would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, except any deficiencies which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and the Subsidiary), except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries the Subsidiary are in compliance in all material respects with the terms and conditions of all Governmental Licenses. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Governmental LicensesCompany, except where no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the failure so to comply would not reasonably be expected to, singly or in rights of the aggregate, result in Company as a Material Adverse Effectholder of any permit. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, Company nor the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementThe Company possesses, the General Disclosure Package or qualifies for an exemption from any applicable requirement to obtain, such valid and the Prospectuscurrent registrations, the Transaction Entities and their respective subsidiaries possess such listings, permits, licenses, approvals, clearances, certificates, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themit (collectively, “Governmental Licenses”) (including, without limitation all such Governmental Licenses required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, medical devices or activities related to the business now operated by the Company in such jurisdictions), except where the failure so to possess or qualify would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any notice of proceedings relating to the revocation or modification of any of the 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. The Company (i) is and has been in compliance with all Health Care Laws (as hereinafter defined), except where such noncompliance would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (ii) has not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Health Care Laws or (y) any Governmental Licenses required by any such Health Care Laws, except where such noncompliance would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not not, reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure to so to comply would not not, reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementThe Company possesses all certificates, the General Disclosure Package and the Prospectusauthorizations, the Transaction Entities and their respective subsidiaries possess such registrations, permits, licenses, approvals, approvals and consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company, as described in the General Disclosure Package and the Prospectus, including without limitation, all such certificates, authorizations, registrations, permits, licenses, approvals and consents required by themthe United States Food and Drug Administration (the “FDA”) or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials and medical devices, except where the failure so to possess such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are ; the Company is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package ; and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries Company has not received any written notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in have a Material Adverse Effect. To the extent required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational Device Exemption or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where the failure to so make such submissions would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company as currently being conducted as described in the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration, and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are ; the Company is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package ; and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries Company has not received any notice of proceedings relating to the revocation or modification of any of the 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. Where required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where such failure would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, except any deficiencies which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in Each of the Registration StatementPartnership Entities possesses, or at the General Disclosure Package Closing Time and at any Date of Delivery, if any, after giving effect to the ProspectusTransactions, the Transaction Entities and their respective subsidiaries will possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by themmanner described in the Registration Statement, the General Disclosure Package and the Prospectus, 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 Our Properties,” except where the failure so to possess such Governmental Licenses would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. The Transaction Partnership Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. All of the such Governmental Licenses are valid and in full force and effectforce, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither None of the Transaction Partnership Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, provider numbers, certificates, approvals (including certificate of need approvals), consents consents, orders, certifications (including certification under the Medicare and Medicaid programs), accreditations (including, accreditation by the Joint Commission on Accreditation of Healthcare Organizations) and other authorizations (collectively, the “"Governmental Licenses”") issued by by, and have made all declarations and filings with, the appropriate Governmental Entities federal, state or local regulatory agencies or bodies necessary to conduct the business businesses now operated by them, except where the failure to so to possess declare or file would not reasonably be expected tonot, singly or and in the aggregate, result in have a Material Adverse Effect. The Transaction Entities ; the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or and in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except for any hospice agencies or inpatient facilities under development as of the date hereof, all of the hospice agencies and inpatient facilities (collectively, the "Facilities") operated by the Company and its subsidiaries are eligible to participate in the Medicare and Medicaid programs.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. The Company and its subsidiaries (i) are in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or its subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the aggregate, result in a Material Adverse Effect; and (ii) have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Trust and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, certificates, franchises, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, including, without limitation, under any law, rule or regulation applicable to the health care industry or Environmental Laws (as defined in Section 1(y) below), necessary in the case of each such party, as the case may be, to acquire and own, lease or sublease, lease to others and conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities ; the Trust and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Trust nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Each property owned by the Trust or its subsidiaries and the current and intended use and occupancy thereof, complies with all applicable zoning laws, ordinances and regulations in all material respects, except for such failures which would not result in a Material Adverse Effect. Neither the Trust nor any of its subsidiaries has received from any governmental authority any written notice of, and the Trust does not have knowledge of any threat of, condemnation of or a zoning change affecting such properties or any part thereof which if consummated would have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Transaction Entities Company and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure so to possess any such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities , (B) the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to possess or comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All , (C) all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in , and (D) neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Without limiting the foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated December 27, 2019, authorizing the issuance of the Securities and such issuance is in compliance with the terms and conditions of such authorization. Such authorization is in full force and effect and has not been amended, supplemented or otherwise modified. No proceeding to review, suspend, limit, modify, restrict or revoke such authorization has been instituted.

Possession of Licenses and Permits. Except as disclosed in The Partnership Entities have filed or caused to be filed with the Registration Statementappropriate Governmental Entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the General Disclosure Package NextEra Energy Partners LP Business and the Prospectus, the Transaction Entities related facilities under all applicable laws and their respective subsidiaries rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Entities possess such valid and current certificates, permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Transaction Partnership Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither None of the Transaction ▇▇▇▇ Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such required permits, licenses (including, without limitation, any state nursing pool licenses), provider numbers, certificates, approvals, accreditations (including, without limitation, accreditation required by the Joint Commission on Accreditation of Healthcare Organizations), consents and other authorizations (collectively, the “"Governmental Licenses”") issued by by, and have made all required declarations and filings with, the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themthem (including, except where without limitation, the failure so Governmental Licenses as are required under such federal and state healthcare laws as are applicable to possess would not reasonably the Company and its Subsidiaries; to the best knowledge of the Company, the individual nurses and other personnel that the Company and its subsidiaries have placed or intend to place with clients have obtained all necessary Governmental Licenses to be expected to, singly or legally qualified to serve at the facilities and in the aggregate, result positions in a Material Adverse Effect. The Transaction Entities which they are staffed and their respective subsidiaries the Company takes reasonable measures to ensure that all such nurses and other personnel possess such Governmental Licenses; the Company and its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in Each of the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction BIP Entities and their respective subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction ; each of the BIP Entities and their respective subsidiaries are is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither none of the Transaction BIP Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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, and there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, known to BIP, that could lead to the revocation, suspension, modification, withdrawal or termination 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. To the knowledge of BIP, no party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. Except as disclosed would not result, singly or in the Registration Statementaggregate, in a Material Adverse Effect, each of the Company, its Subsidiaries and, to the Company's knowledge, the General Disclosure Package Acquisition Subsidiaries and the Prospectus, the Transaction Venture Entities and their respective subsidiaries own or possess such permits, licenses, approvals, consents and other authorizations (collectively, the “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business their respective businesses as now operated by them, except where or proposed to be operated following the failure so to possess would not reasonably be expected to, singly or Torrington Acquisition as described in the aggregateProspectus; each of the Company, result in a Material Adverse Effect. The Transaction its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and none of the Registration StatementCompany, its Subsidiaries or, to the Company's knowledge, the General Disclosure Package and Acquisition Subsidiaries or the Prospectus, neither of the Transaction Venture Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Upon completion of the Torrington Acquisition and the transfer of any such Governmental Licenses to the Company, the Company will have the right to own and operate the Acquisition Subsidiaries, the Venture Entities and the Separate Assets as described in the Prospectus; except as described in the Prospectus, no event has occurred which permits (nor has an event occurred which with notice or lapse of time or both would permit) the revocation or termination of any such Governmental Licenses either prior to or following the completion of the Torrington Acquisition and the transfer of the Governmental Licenses to the Company, or which might reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Transaction Entities Company and their respective its consolidated subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure so to possess any such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities , (B) the Company and their respective its consolidated subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to possess or comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All , (C) all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in Effect and (D) neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its consolidated subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Without limiting the foregoing, the Company has received a final certificate of authority and order of the PSCW, dated December 1, 2016, authorizing the issuance of the Securities and such issuance is in compliance with the terms and conditions of such order. Such order is in full force and effect and has not been amended, supplemented or otherwise modified. No proceeding to review, suspend, limit, modify, restrict or revoke such order has been instituted.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, registrations, memberships, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tocould not, singly or in the aggregate, result in have a Material Adverse Effect. All Effect and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any such Governmental License or result in any other material impairment of the rights of any such Governmental License; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses License or the failure of the such Governmental Licenses License to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities any material statement, report, information or form required by any applicable law, regulation or order, except where such failure to be so in compliance would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not not, singly or in the aggregate, reasonably be expected toto result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company, has fulfilled and their respective subsidiaries are in compliance with the terms and conditions of performed all of its material obligations with respect to the Governmental LicensesLicenses and, to the Company’s knowledge no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so to comply fulfill or perform, or the occurrence of such event, would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess The Company possesses such permits, licenses, certificates, approvals, clearances, exemptions, authorizations, consents and other authorizations authorizations, and supplements or amendments thereto (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themit (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any written notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Company and the Group Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities national, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction ; the Company and the Group Entities and their respective subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed ; none of the Governmental Licenses contains any materially burdensome restrictions or conditions not described in the Registration Statement, the General Disclosure Package Package; and neither the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries the Group Entities has received any notice of proceedings relating to the revocation or modification of any of the 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. Except in respect of the filing by the Company of its share option plan with the relevant tax authorities as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the Group Entities have made all required filings and registrations with the appropriate national, local or foreign regulatory agencies or bodies for the Company’s share incentive plans and options or other awards granted under such share incentive plans.

Possession of Licenses and Permits. Except as disclosed in Each of the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction BIP Entities and their respective subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction ; each of the BIP Entities and their respective subsidiaries are is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither none of the Transaction BIP Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable unfavourable decision, ruling or finding, would result in a Material Adverse Effect, and there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, known to BIP, that could lead to the revocation, suspension, modification, withdrawal or termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of BIP, no party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, the Transaction Entities Company and their respective each of its subsidiaries possess such permitsor have obtained, all licenses, certificates, consents, orders, approvals, consents permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectuses (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them), except where the failure so to possess possess, obtain or make the same would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectuses, neither of the Transaction Entities Company nor any of their respective its subsidiaries has have received any written notice of proceedings any proceeding relating to the revocation or modification of any of such Governmental License or has any reason to believe that such Governmental License will not be renewed in the Governmental Licenses whichordinary course, singly except where such revocation, modification or failure to obtain any such renewal would not, 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries C1 Bank possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Other Subsidiaries possess such Governmental Entities Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the for such failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and 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. Except Each of the Company and its subsidiaries possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all U.S. or non-U.S. federal, state, local or other governmental or regulatory authorities, governmental or regulatory agencies or bodies, courts, arbitrators or self-regulatory organizations, presently required or necessary to own or lease, as disclosed the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations Final Prospectus (collectively, the “Governmental LicensesPermits”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them), except where the failure so to possess such Permits would not reasonably be expected tonot, singly individually or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are in compliance with the terms and conditions of all Each of the Governmental LicensesCompany and its subsidiaries has fulfilled and performed its obligations with respect to such Permits, except where the failure so to comply possess such Permits would not reasonably be expected tonot, singly individually or in the aggregate, result in have a Material Adverse Effect. All No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the Governmental rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing and except where the failure to do any of the following would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries validly hold all licenses, permits and authorizations necessary for the Company and its subsidiaries to provide installment, open-end and single-pay loans, vehicle title loans, check cashing, gold buying, money transfer services, retail sales finance and reloadable prepaid debit cards and related services in each state in which the Company and its subsidiaries conduct business (the “Licenses”), (ii) the Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or the failure of the Governmental Licenses to be in full force and effect would and are not subject to any conditions outside the ordinary course, and (iii) there are no pending or, to the knowledge of the Company, threatened complaints, investigations, actions or other proceedings, or orders, decisions or decrees, that could reasonably be expected to, singly or in to adversely affect the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither validity of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to Licenses or the revocation or modification of any ability of the Governmental Licenses whichCompany and its subsidiaries to provide installment, singly or in the aggregateopen-end and single-pay loans, if the subject of an unfavorable decisionvehicle title loans, ruling or findingcheck cashing, would result in a Material Adverse Effectgold buying, money transfer services, retail sales finance and reloadable prepaid debit cards and related services pursuant to those Licenses.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, franchises, approvals, consents consents, certificates, exemptions, clearances and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate United States Food and Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”) and any other Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Governmental License from the FDA, USDA or other Governmental Entity, when submitted to the FDA, USDA or other Governmental Entity were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the FDA, USDA or other Governmental Entity. To the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or could reasonably result in any other impairment of the rights of the holder of any Governmental License, except where the failure to so fulfill or perform, or the occurrence of such event, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or its subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the aggregate, result in a Material Adverse Effect; and (ii) have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries each Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, provincial, municipal, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are Company is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable unfavourable decision, ruling or finding, would result in a Material Adverse Effect, and there are no facts or circumstances known to the Company, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification, withdrawal or termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, no party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Transaction Entities Company and their respective its consolidated subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure so to possess any such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities , (B) the Company and their respective its consolidated subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to possess or comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All , (C) all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in , and (D) neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its consolidated subsidiaries has have received any notice of proceedings relating to the revocation or modification of any of the 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. Without limiting the foregoing, the Company has received a final certificate of authority and order of the PSCW, dated February 13, 2023, authorizing the issuance of the Securities and such issuance is in compliance with the terms and conditions of such order. Such order is in full force and effect and has not been amended, supplemented or otherwise modified. No proceeding to review, suspend, limit, modify, restrict or revoke such order has been instituted.

Possession of Licenses and Permits. Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Transaction Entities Company and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure so to possess any such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities , (B) the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to possess or comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All , (C) all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in Effect and (D) neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Without limiting the foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated December 24, 2015, authorizing the issuance of the Securities and such issuance is in compliance with the terms and conditions of such authorization. Such authorization is in full force and effect and has not been amended, supplemented or otherwise modified. No proceeding to review, suspend, limit, modify, restrict or revoke such authorization has been instituted.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such orders, certificates, registrations, qualifications, permits, licenses, approvals, consents and other authorizations (collectively, the “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themthem (including, without limitation, under the insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, "Insurance Laws"), of each jurisdiction in which the conduct of their business as described in the Prospectus requires such licensing), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in ; neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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; and neither the Company nor any of its subsidiaries has received any notification from any regulatory agency or body (including, without limitation, any insurance regulatory authority) or other governmental authority to the effect that any additional Governmental License is needed to be obtained by either the Company or any of its subsidiaries, except for such additional Governmental Licenses the failure to obtain which would not reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementThe Company possesses all certificates, the General Disclosure Package and the Prospectusauthorizations, the Transaction Entities and their respective subsidiaries possess such registrations, permits, licenses, approvals, approvals and consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct for the business now operated of the Company as described in the General Disclosure Package and the Prospectus, including without limitation, all such certificates, authorizations, registrations, permits, licenses, approvals and consents required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure to so to possess operate or be in compliance would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect. The Transaction Entities and their respective subsidiaries are ; the Company is in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply be in compliance would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the where any invalidity of the Governmental Licenses or the failure of the Governmental Licenses to be in full force and effect would not reasonably be expected to, singly individually or in the aggregate, result in aggregate would be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package ; and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries Company has not received any written notice of proceedings relating to the revocation or modification of any of the such Governmental Licenses whichLicenses, singly which individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in be reasonably expected to have a Material Adverse Effect. To the extent required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, provincial, municipal, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective subsidiaries the Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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, and there are no facts or circumstances known to the Company, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification, withdrawal or termination 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. To the knowledge of the Company, no party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. The Company and its Subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or its Subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the aggregate, result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, the Transaction Entities Company and their respective subsidiaries possess such permitsits Subsidiaries possess, and are in compliance in all material respects with the terms of, all certificates, approvals, clearances, registrations, franchises, exemptions, licenses, approvals, consents permits and other authorizations necessary to the conduct of the business conducted by it (collectively, “Governmental Licenses”), including without limitation, all such Governmental Licenses required by the United States Food and Drug Administration or any component thereof, the United States Drug Enforcement Administration and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”). All such Governmental Licenses”) issued by Licenses are in full force and effect and neither the appropriate Company nor its Subsidiaries is in violation of any term of such Governmental Entities necessary to conduct the business now operated by themLicense, except where the failure so to possess in each case as would not reasonably be expected tonot, singly individually or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries are in compliance with the terms its Subsidiaries have fulfilled and conditions of performed all of their material obligations with respect to the Governmental LicensesLicenses and, except where to the failure so Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Governmental License. Neither the Company nor its Subsidiaries has received any written notice of proceedings relating to comply the revocation or modification of any Governmental Licenses that, if determined adversely to the Company or its Subsidiaries, would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or the failure of the Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of Company’s knowledge, no party granting any of the such Governmental Licenses whichhas taken any action to limit, singly suspend or revoke the same in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effectany material respect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, provincial, municipal, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities ; the Company and their respective subsidiaries the Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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, and there are no facts or circumstances known to the Company, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification, withdrawal or termination 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. To the knowledge of the Company, no party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. Except as disclosed in the Registration StatementThe Company and its subsidiaries, the General Disclosure Package and the Prospectusif any, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected toto have, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its subsidiaries, if any, are and have been in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not not, reasonably be expected toto have, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not not, reasonably be expected toto have, singly or in the aggregate, a Material Adverse Effect. All applications, notifications, submissions, information, claims, reports and other data utilized as the basis for or submitted in connection with any and all requests for a Governmental License were true, complete and correct in all material respects as of the date of submission, and all necessary or required updates, changes, corrections or modification to such applications, notifications, submissions, information, claims, reports and data have been submitted to the Governmental Entity, except where the failure to so submit would not, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries has have received any notice of proceedings relating to the suspension, revocation or modification of any of the such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect, and no event has occurred which allows, or after notice or lapse of time would allow, such suspension, revocation or modification.

Possession of Licenses and Permits. Except as disclosed The Company possesses, and is in compliance with the Registration Statementterms of, the General Disclosure Package and the Prospectusall applications, the Transaction Entities and their respective subsidiaries possess such permitscertificates, approvals, clearances, registrations, exemptions, franchises, licenses, approvalspermits, consents and other authorizations materially necessary to conduct its business (collectively, the “Governmental Licenses”) ), issued by the appropriate Governmental Entities necessary to conduct Entities, including, without limitation, all Governmental Licenses required by the business now operated FDA and/or by themany other U.S., state, local or foreign government or regulatory agency, except where the failure so to possess hold such Governmental Licenses and be in compliance would not reasonably be expected tonot, singly or in the aggregate, result reasonably be expected to have a Material Adverse Effect on the Company. All Governmental Licenses are in full force and effect and the Company is not in violation of any term or conditions of any Governmental License other than such violations which would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Transaction Entities Company has fulfilled and their respective subsidiaries are in compliance with the terms and conditions of performed all of its obligations with respect to the Governmental Licenses, except where the failure so to comply have performed such obligations would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder of any Governmental License, other than such revocations, terminations, or impairments which would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses whichwould not, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in reasonably be expected to have a Material Adverse Effect, (i) the Company has not received any written notice of proceedings seeking the revocation or modification of any Governmental Licenses and (ii) no Governmental Entity has taken any action to limit, suspend or revoke any Governmental License possessed by the Company.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Transaction Entities and their respective subsidiaries The Company possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. The Transaction Entities and their respective subsidiaries Company are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, individually or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries The Company has not received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities Company and their respective its subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. The Company and its subsidiaries (i) are, and since January 1, 2015 have been, in compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by or on behalf of the Company or its subsidiaries or out-licensed by the Company (“Applicable Laws”), except for such noncompliance that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and (ii) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of adverse finding, warning letter, untitled letter or other written correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting any non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws, except for such noncompliance that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations required (i) under the Medicare and Medicaid programs, (ii) under the Clinical Laboratories Improvement Act of 1967, as amended and (iii) as otherwise necessary to conduct the business now operated by them respectively, issued by United States Centers for Medicare and Medicaid Services (“CMS”), the FDA and each other appropriate federal, state, local or foreign regulatory agencies or bodies including, but not limited to, any foreign regulatory authorities performing functions similar to their respective functions (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would not reasonably be expected to result in a Material Adverse Effect. There are no pending, nor, to the knowledge of the Company, threatened, actions, suits, claims or proceedings against the Company or any Subsidiary before any court, governmental agency or body (including, but not limited to, CMS and the FDA) or otherwise that would reasonably be expected to limit, revoke, cancel, suspend or cause not to be renewed any Governmental Licenses, in each case, which would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Trust and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permits, licenses, approvals, certificates, franchises, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, including, without limitation, under any law, rule or regulation applicable to the health care industry (“Health Care Laws”) or Environmental Laws (as defined in Section 1(y) below), necessary in the case of each such party, as the case may be, to acquire and own, lease or sublease, lease to others and conduct the business now operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. The Transaction Entities ; the Trust and their respective its subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Trust nor any of their respective its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Each property owned by the Trust or its subsidiaries and the current and intended use and occupancy thereof, complies with all applicable zoning laws, ordinances and regulations in all material respects, except for such failures which would not result in a Material Adverse Effect. Neither the Trust nor any of its subsidiaries has received from any governmental authority any written notice of, and the Trust does not have knowledge of any threat of, condemnation of or a zoning change affecting such properties or any part thereof which if consummated would have a Material Adverse Effect.

Possession of Licenses and Permits. Except as disclosed in Each of the Registration Statement, the General Disclosure Package Company and the Prospectus, the Transaction Entities and their respective its subsidiaries possess such permitshas all necessary consents, licenses, authorizations, approvals, consents exemptions, orders, certificates and other authorizations permits (collectively, the “Governmental Licenses”"CONSENTS") issued by of and from, and has made all filings and declarations (collectively, the appropriate Governmental Entities "FILINGS") with, all insurance regulatory authorities, all Federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its business in the business now operated by themmanner described in the Prospectus, except where the failure so to possess have such Consents or to make such Filings would not not, individually or in the aggregate, have a material adverse effect on the Phoenix Enterprise; all such Consents and Filings are in full force and effect, the Company and its subsidiaries are in compliance with such Consents and neither the Company nor any of its subsidiaries has received any notice of any inquiry, investigation or proceeding that would reasonably be expected toto result in the suspension, revocation or limitation of any such Consent or otherwise impose any limitation on the conduct of the business of the Company or any of its subsidiaries, except as set forth in the Prospectus or any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation or limitation which would not, singly or in the aggregate, result have a material adverse effect on the Phoenix Enterprise; to the knowledge of the Company, no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by Phoenix Life Insurance Company or any other Insurance Subsidiary to its parent which would have individually or in the aggregate, a Material Adverse Effect. The Transaction Entities material adverse effect on the Phoenix Enterprise; and their respective subsidiaries are each of the Company and each subsidiary thereof that is required to be organized or licensed as an insurance company in its jurisdiction of incorporation is in compliance with the terms with, and conditions of conducts its businesses in conformity with, all of the Governmental Licensesapplicable insurance laws and regulations, except where the failure to so to comply or conform would not reasonably be expected to, singly or in have a material adverse effect on the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the Governmental Licenses or the failure of the Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectPhoenix Enterprise.

Possession of Licenses and Permits. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Transaction Entities Company and their respective subsidiaries its Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Guarantor and the Prospectus, the Transaction Entities and their respective subsidiaries Subsidiaries possess such permits, licenses, approvals, concessions, consents and other authorizations (including, without limitation, all permits required for the operation of the business of the Guarantor and the Subsidiaries by the Republic of Poland) (collectively, the “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, other governmental authorities or self regulatory organizations necessary (A) to conduct the business now operated by themthem and (B) to comply with the terms of the UMTS license granted to the Guarantor on December 20, 2000 by the Polish Ministry of Communications, in each case, except where for such Governmental Licenses the failure so of which to obtain, maintain or possess by the Guarantor and its Subsidiaries would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. The Transaction Entities Guarantor and their respective subsidiaries the Subsidiaries are in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Guarantor nor any of their respective subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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. Except as disclosed in the Registration Statement, the General Disclosure Package The Company and the Prospectus, the Transaction Entities and their respective subsidiaries its Subsidiaries possess such required permits, licenses (including, without limitation, any state nursing pool licenses), provider numbers, certificates, approvals, accreditations (including, without limitation, accreditation or certifications as applicable required by the Joint Commission on Accreditation of Healthcare Organizations), consents and other authorizations (collectively, the “"Governmental Licenses”") issued by by, and have made all required declarations and filings with, the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themthem (including, without limitation, the Governmental Licenses) as are required under such federal and state healthcare laws as are applicable to the Company and its Subsidiaries, except where the failure so to possess would such Governmental Licenses or to make such declarations and filings could not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect. The Transaction Entities ; to the best knowledge of the Company, the individual nurses and their respective other personnel that the Company and its subsidiaries have placed or intend to place with clients have obtained all necessary Governmental Licenses to be legally qualified to serve at the facilities and in the positions in which they are staffed and the Company takes reasonable measures to ensure that all such nurses and other personnel possess such Governmental Licenses; the Company and its Subsidiaries are in compliance with the terms and conditions of all of the such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of the such Governmental Licenses or the failure of the such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect. Except as disclosed in ; and neither the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the 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.