Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), the Partnership CCT and each of its Consolidated Subsidiaries is in compliance with allcompliance, and is not has been operated in default under or compliance, in violation of anyall material respects, with all applicable LawLaws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than any noncompliance, default or violation which as would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse EffectEffect with respect to CCT. The Partnership CCT has not received any written communication since the Balance Sheet Date and prior or, to the date of this Agreement CCT’s knowledge, oral notification from a Governmental Authority that alleges that Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the Partnership or any of aggregate, reasonably be expected to be material to CCT and its Subsidiaries is not Consolidated Subsidiaries, taken as a whole. CCT has operated in compliance with or is in default or violation all listing standards of any applicable Lawthe NYSE since CCT Common Stock began trading on the NYSE on November 14, except where such non-compliance, default or violation 2017 other than as would not, individually or in the aggregate, reasonably be reasonably expected to have be material to CCT and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (whole. CCT is not subject to any “stop order” and is, and was, fully qualified to sell shares of CCT Common Stock in each jurisdiction in which are provided for in Section 5.13)such shares were registered and sold, the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses other than as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are Effect with respect to CCT. (b) CCT is in full force compliance, and effectsince it commenced operations, except where has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the failure to be in full force SEC under the Exchange Act and effect applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any Effect with respect to CCT. (c) CCT has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the Partnership Permits “Federal Securities Laws,” as such term is pending defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for CCT, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to CCT’s Board of Directors and satisfactorily remedied or threatened, except where such suspension are in the process of being remedied or cancellation those that would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to havebe material to CCT and its Consolidated Subsidiaries, taken as a whole. (d) CCT and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit CCT and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to be material to CCT and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effectwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to CCT and its Consolidated Subsidiaries, taken as a whole. CCT has not received any written or, to CCT’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to be material to CCT and its Consolidated Subsidiaries, taken as a whole. (e) No “affiliated person” (as defined under the Investment Company Act) of CCT has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the knowledge of CCT, threatened that would result in any such disqualification. (f) The minute books and other similar records of CCT contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of CCT, the Board of Directors of CCT and any committees of the Board of Directors of CCT.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), the Partnership FSIC and each of its Consolidated Subsidiaries is in compliance with allcompliance, and is not has been operated in default under or compliance, in violation of anyall material respects, with all applicable LawLaws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than any noncompliance, default or violation which as would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse EffectEffect with respect to FSIC. The Partnership FSIC has not received any written communication since the Balance Sheet Date and prior or, to the date of this Agreement FSIC’s knowledge, oral notification from a Governmental Authority that alleges that Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the Partnership or any of aggregate, reasonably be expected to be material to FSIC and its Subsidiaries is not Consolidated Subsidiaries, taken as a whole. FSIC has operated in compliance with or is in default or violation all listing standards of any applicable Lawthe NYSE since FSIC Common Stock began trading on the NYSE on April 16, except where such non-compliance, default or violation 2014 other than as would not, individually or in the aggregate, reasonably be reasonably expected to have be material to FSIC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (whole. FSIC is not subject to any “stop order” and is, and was, fully qualified to sell shares of FSIC Common Stock in each jurisdiction in which are provided for in Section 5.13)such shares were registered and sold, the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses other than as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are Effect with respect to FSIC. (b) FSIC is in full force compliance, and effectsince it commenced operations, except where has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the failure to be in full force SEC under the Exchange Act and effect applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any Effect with respect to FSIC. (c) FSIC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the Partnership Permits “Federal Securities Laws,” as such term is pending defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for FSIC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to FSIC’s Board of Directors and satisfactorily remedied or threatened, except where such suspension are in the process of being remedied or cancellation those that would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to havebe material to FSIC and its Consolidated Subsidiaries, taken as a whole. (d) FSIC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit FSIC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effectwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. FSIC has not received any written or, to FSIC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. (e) No “affiliated person” (as defined under the Investment Company Act) of FSIC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the knowledge of FSIC, threatened that would result in any such disqualification. (f) The minute books and other similar records of FSIC contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of FSIC, the Board of Directors of FSIC and any committees of the Board of Directors of FSIC.

Compliance with Applicable Law; Permits. (a) Except The Joint Advisor is, and at all times required by the Investment Advisers Act since April 9, 2018 has been, duly registered as an investment adviser under the Investment Advisers Act. The Joint Advisor is, and at all times required by applicable Law (other than the Investment Advisers Act) since April 9, 2018 has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not, have a Material Adverse Effect. (b) The Joint Advisor is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Tax matters the Joint Advisor. The Joint Advisor has not received any written or, to the Joint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to the Joint Advisor. (which are provided for in Section 5.17c) The Joint Advisor holds and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in compliance with all, all Permits required in order to permit the Joint Advisor to own or lease its properties and is not in default assets and to conduct its business under or in violation of any, and pursuant to all applicable LawLaw as presently conducted, other than any noncompliancefailure to hold or non-compliance with any such Permit that would not, default individually or violation in the aggregate, reasonably be expected to be material to the Joint Advisor. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to the Joint Advisor. The Joint Advisor has not received any written or, to the Joint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to be material to the Joint Advisor. (d) The Joint Advisor has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to CCT and FSIC) and, during the period prior to the date of this Agreement that the Joint Advisor has been the investment adviser to FSIC or CCT, the Joint Advisor has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be reasonably expected material to have FSIC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effect. The Partnership has not received any written communication since whole, or CCT and its Consolidated Subsidiaries, taken as a whole. (e) During the Balance Sheet Date and period prior to the date of this Agreement from a Governmental Authority that alleges that it has been the Partnership investment adviser to FSIC or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable LawCCT, except where such non-compliance, default or violation would not, individually or there has been no material adverse change in the aggregateoperations, be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as affairs or regulatory status of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse EffectJoint Advisor.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.176.17) and environmental matters (which are provided for in Section 5.136.13), the Partnership and each of Parent and its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. The Partnership Neither Parent nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership Parent or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.136.13), the Partnership Parent and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Parent Permits”), except where the failure to be in possession of such Partnership Parent Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. All Partnership Parent Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. No suspension or cancellation of any of the Partnership Parent Permits is pending or threatened, except where such suspension or cancellation would not, not individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Parent Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.176.18) and environmental matters (which are provided for in Section 5.136.13), the Partnership and each of Parent and its Subsidiaries is in compliance with all, and is not in default under or in violation of any, any applicable Law, other than any noncompliance, default or violation which that would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. The Partnership Neither Parent nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership Parent or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership Parent and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Parent Permits”), except where the failure to be in possession of such Partnership Parent Permits would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. All Partnership Parent Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. No suspension or cancellation of any of the Partnership Parent Permits is pending or or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not, not individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Parent Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.176.17) and environmental matters (which are provided for in Section 5.136.13), the Partnership and each of Parent and its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. The Partnership Neither Parent nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership Parent or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.136.13), the Partnership Parent and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Parent Permits”), except where the failure to be in possession of such Partnership Parent Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. All Partnership Parent Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. No suspension or cancellation of any of the Partnership Parent Permits is pending or threatened, except where such suspension or cancellation would not, not individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Parent Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), the Partnership BCIC and each of its Consolidated Subsidiaries is in compliance with allcompliance, and is not has been operated in default under or compliance, in violation of anyall material respects, with all applicable LawLaws, including the Investment Company Act, the Securities Act and the Exchange Act other than any noncompliance, default or violation which as would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse EffectEffect with respect to BCIC. The Partnership BCIC has not received any written communication since the Balance Sheet Date and prior or, to the date of this Agreement BCIC’s Knowledge, oral notification from a Governmental Authority that alleges that Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the Partnership or any of aggregate, reasonably be expected to be material to BCIC and its Subsidiaries is not Consolidated Subsidiaries, taken as a whole. BCIC has operated in compliance with or is in default or violation all listing standards of any applicable Law, except where such non-compliance, default or violation the Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be reasonably expected to have be material to BCIC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (whole. BCIC is not subject to any “stop order” and is, and was, fully qualified to sell shares of BCIC Common Stock in each jurisdiction in which are provided for in Section 5.13)such shares were registered and sold, the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses other than as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are Effect with respect to BCIC. (b) BCIC is in full force compliance, and effectsince the Applicable Date, except where has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the failure to be in full force SEC under the Exchange Act and effect applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any Effect with respect to BCIC. (c) BCIC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the Partnership Permits “Federal Securities Laws,” as such term is pending defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for BCIC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the BCIC Board and satisfactorily remedied or threatened, except where such suspension are in the process of being remedied or cancellation those that would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to havebe material to BCIC and its Consolidated Subsidiaries, taken as a whole. (d) Each of BCIC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit BCIC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to be material to BCIC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effectwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to BCIC and its Consolidated Subsidiaries, taken as a whole. BCIC has not received any written or, to BCIC’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to be material to BCIC and its Consolidated Subsidiaries, taken as a whole. (e) No “affiliated person” (as defined under the Investment Company Act) of BCIC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of BCIC, threatened that would result in any such disqualification. (f) The minute books and other similar records of BCIC maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of BCIC, the BCIC Board and any committees of the BCIC Board.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), the Partnership TCPC and each of its Consolidated Subsidiaries is in compliance with allcompliance, and is not has been operated in default under or compliance, in violation of anyall material respects, with all applicable LawLaws, including the Investment Company Act, the Securities Act and the Exchange Act other than any noncompliance, default or violation which as would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse EffectEffect with respect to TCPC. The Partnership TCPC has not received any written communication since the Balance Sheet Date and prior or, to the date of this Agreement TCPC’s Knowledge, oral notification from a Governmental Authority that alleges that Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the Partnership or any of aggregate, reasonably be expected to be material to TCPC and its Subsidiaries is not Consolidated Subsidiaries, taken as a whole. TCPC has operated in compliance with or is in default or violation all listing standards of any applicable Law, except where such non-compliance, default or violation the Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be reasonably expected to have be material to TCPC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (whole. TCPC is not subject to any “stop order” and is, and was, fully qualified to sell shares of TCPC Common Stock in each jurisdiction in which are provided for in Section 5.13)such shares were registered and sold, the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses other than as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are Effect with respect to TCPC. (b) TCPC is in full force compliance, and effectsince the Applicable Date, except where has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the failure to be in full force SEC under the Exchange Act and effect applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any Effect with respect to TCPC. (c) TCPC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the Partnership Permits “Federal Securities Laws,” as such term is pending defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for TCPC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the TCPC Board and satisfactorily remedied or threatened, except where such suspension are in the process of being remedied or cancellation those that would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to havebe material to TCPC and its Consolidated Subsidiaries, taken as a whole. (d) Each of TCPC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit TCPC and each of its Consolidated Subsidiaries, to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to be material to TCPC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effectwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to TCPC and its Consolidated Subsidiaries, taken as a whole. TCPC has not received any written or, to TCPC’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to be material to TCPC and its Consolidated Subsidiaries, taken as a whole. (e) No “affiliated person” (as defined under the Investment Company Act) of TCPC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of TCPC, threatened that would result in any such disqualification. (f) The minute books and other similar records of TCPC maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of TCPC, the TCPC Board and any committees of the TCPC Board.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13)The Company, the Partnership and each of its Subsidiaries is in compliance with alland their employees hold all authorizations, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizationspermits, licenses, permitscertificates, easements, concessions, franchises, variances, exemptions, orders, consents, certificatesregistrations, approvals and orders clearances of all Governmental Entities (including, without limitation, all those that may be required by the FDA or any other Governmental Authority necessary under applicable Law Entity engaged in the regulation of the Company’s products) which are required for the Company and its Subsidiaries to own, lease lease, license and operate their its properties and other assets and to lawfully carry on their businesses respective business in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date of this Agreement hereof (collectively, the “Partnership Company Permits”), except where and all the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Company Material Adverse Effect. No suspension or cancellation of any . (b) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Partnership Company Permits is pending and all applicable Laws relating to the Company and its Subsidiaries or threatenedtheir respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such suspension or cancellation applicable Law would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (i) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, applicable Law or (ii) threatening to revoke any material Company Permit. As of the date of this Agreementhereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge knowledge of the PartnershipCompany, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of been threatened against the Partnership Company or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse EffectSubsidiaries.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) The Company and environmental matters (which are provided for in Section 5.13)the Company Subsidiaries are, the Partnership and each of its Subsidiaries is and, since December 31, 2019, have been, in compliance in with allall Applicable Laws, and is except as would not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would notreasonably be expected to be, individually or in the aggregate, material to the Company Business, taken as a whole, or materially adverse to the ability of Seller to consummate the transactions contemplated hereby. Except as would not reasonably be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would notbe, individually or in the aggregate, be reasonably expected material to the Company Business, taken as a whole, or materially adverse to the ability of Seller to consummate the transactions contemplated hereby or have a Partnership Material Adverse Effectmaterial adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements, none of the Company or any of the Company Subsidiaries (i) has since December 31, 2019 received any written or, to the Knowledge of Seller, other communication from the Company or any Company Subsidiary regarding any actual or alleged violation of, or failure on the part of the Company or any Company Subsidiary to comply with, any Applicable Laws or order, injunction or decree of a Governmental Entity or (ii) to the Knowledge of Seller, is under investigation with respect to any material violation of any Applicable Laws or order, injunction or decree of a Governmental Entity other than any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Entity. (b) Except for The Company and the Environmental Permits (which are provided for in Section 5.13)Company Subsidiaries own, the Partnership and each of its Subsidiaries is in possession of hold or possess all franchisespermits, tariffslicenses, grantsapprovals, authorizations, licensesconsents and registrations that are necessary for them to own or lease, permitsoperate and use their respective assets, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their rights or properties and to lawfully carry on and conduct their respective businesses as they are being conducted as of on the date of this Agreement hereof (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that as would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect. All such Permits are valid and in full force and effect and the Company and the Company Subsidiaries are in compliance with the requirements of all such Permits, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be expected to be materially adverse to the ability of Seller to consummate the transactions contemplated hereby by the Outside Date or have a material adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Insurance Companies has, since December 31, 2019, received written notice of deficiencies or violations described in any reports of examination (including financial, market conduct and similar examinations) of any Insurance Company issued by any Insurance Regulator that have not been resolved to the reasonable satisfaction of the Insurance Regulator that noted such deficiencies or violations.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are solely provided for in Section 5.175.16) and environmental matters (which are solely provided for in Section 5.135.12), the Partnership Parent and each of its Subsidiaries is are, and since December 31, 2012 have been, in compliance with all, and is are and were not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which that has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. The Partnership Neither Parent nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date December 31, 2012 and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership Parent or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership Parent and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Parent Permits”), except where the failure to be in possession of such Partnership Parent Permits has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. All Partnership Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to To the Knowledge of the PartnershipParent, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership Parent or any of its Subsidiaries under, any Partnership Parent Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Parent Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that have not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Parent Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except The Company and each of the Company Subsidiaries is, and has been since December 31, 2006, in compliance with all applicable Laws and with its own posted or internal agreements or policies with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13)employee, the Partnership and each of its Subsidiaries is in compliance with allcustomer, subscriber or personal data, and is not in default under or in violation of anyof, applicable Lawand, other than any noncompliancesince December 31, default or violation which would not2006, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has not received any written communication since notices of, violation with respect to, any Laws, agreements or policies in connection with the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any conduct of its Subsidiaries is not in compliance with businesses or is in default the ownership or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each operation of its Subsidiaries is in possession of all franchisesbusinesses, tariffsrights, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals assets and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both)properties, except for violations, breaches, defaults, losses, accelerations or failures that such noncompliance and violations as would not reasonably be expected to have, individually or in the aggregate, a Partnership Company Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and the Company Subsidiaries have obtained all Permits that are necessary to own, lease or operate their properties, rights and other assets and to carry on their businesses as conducted as of the date hereof. The Company and the Company Subsidiaries have complied with, and are not in violation of, any Permit, except where such noncompliance or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all such Permits (and all Permits of the agents and employees of the Company and its Subsidiaries used in the operation of the business) are in full force and effect and there are no proceedings pending or, to the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension or adverse modification thereof. The consummation of the Merger, in and of itself, would not cause any revocation, modification or cancellation of any such Permit that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are solely provided for in Section 5.174.16 and, to the extent applicable, Section 4.17) and environmental matters (which are solely provided for in Section 5.134.12), the Partnership and each of its Included Subsidiaries is are, and since December 31, 2012 have been, in compliance with all, and is are and were not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which that has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has and its Included Subsidiaries have not received any written communication since the Balance Sheet Date December 31, 2012 and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Included Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which The Partnership Entities and their Included Subsidiaries are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect has not had and would notnot reasonably be expected to have, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to To the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that have not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.175.14), Environmental Law (which is provided for in Section 5.11) and environmental employee benefit matters (which are provided for in Section 5.135.15), the Partnership and each of its Subsidiaries the Buyer Group Entities is in compliance with all, and is not in default under or in violation of anyof, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have constitute a Partnership Buyer Material Adverse Effect. The Partnership No Buyer Group Entity has not received any written communication since within the Balance Sheet Date and prior to the date of this Agreement past two years from a Governmental Authority Entity that alleges that the Partnership or any of its Subsidiaries Buyer Group Entity is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would notnot constitute, individually or in the aggregate, be reasonably expected to have a Partnership Buyer Material Adverse Effect. (b) Except for the Environmental Permits (which The Buyer Group Entities are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted as of the date of this Agreement (collectively, the “Partnership Buyer Permits”), except where the failure to be in possession of such Partnership Buyer Permits would not, individually or in the aggregate, be reasonably expected to have constitute a Partnership Buyer Material Adverse Effect. All Partnership Permits are None of the Buyer Group Entities in full force and effectdefault or violation of any of the Buyer Permits, except where the failure to be in full force and effect for any such defaults or violations that would not, individually or in the aggregate, be reasonably expected to have constitute a Partnership Buyer Material Adverse Effect. No suspension or cancellation of any of the Partnership Buyer Permits is pending or or, to the Knowledge of Buyer, threatened, except where such suspension or cancellation would notnot constitute, individually or in the aggregate, be reasonably expected to have a Partnership Buyer Material Adverse Effect. As of the date of this AgreementExecution Date, to the Knowledge of the PartnershipBuyer, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries Buyer Group Entities under, any Partnership Buyer Permit, or has caused (or would cause) an applicable Governmental Authority Entity to fail or refuse to issue, renew, extend, renew or extend any Partnership Buyer Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to haveconstitute, individually or in the aggregate, a Partnership Buyer Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.175.18) and environmental matters (which are provided for in Section 5.13), the Partnership and each of the Company and its Subsidiaries is and has been in compliance with all, and is not in default under or in violation of any, applicable Law, including the FCPA, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. The Partnership Neither the Company nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement January 1, 2014 from a Governmental Authority that alleges alleging that the Partnership Company or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, including the FCPA, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. No investigation or review by any Governmental Authority with respect to any of the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same, except where such investigation or review would not, individually or in the aggregate, be required to be disclosed under the Exchange Act or Securities Act. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership The Company and each of its Subsidiaries is are in possession of of, and have at all times since January 1, 2014 been in possession of, all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Company Permits”), except where the failure to be in possession of such Partnership Company Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. All Partnership Company Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. No suspension or cancellation of any of the Partnership Company Permits is pending or or, to the Knowledge of the Company, threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Company Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13the “Company Permits”), the Partnership and each of its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would notexcept for failures to hold such Company Permits which, individually or in the aggregate, would not reasonably be reasonably expected to have a Partnership Company Material Adverse Effect. The Partnership has not received any written communication since the Balance Sheet Date Company and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not subsidiaries are in compliance with or is the terms of the Company Permits, except where any such failure to comply would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in default or the Company SEC Reports, the businesses of the Company and its subsidiaries are not being conducted in violation of any applicable Lawlaw, ordinance or regulation of any Governmental Entity, except where such non-compliance, default or violation would notfor possible violations which, individually or in the aggregate, would not reasonably be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. As of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Knowledge Company or its subsidiaries is pending or, to the knowledge of the PartnershipCompany, no event or condition threatened, nor has occurred or exists which would result any Governmental Entity indicated in a violation ofwriting an intention to conduct the same, breachother than, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse those the outcome of time or both), except for violations, breaches, defaults, losses, accelerations or failures that which would not reasonably be expected to have, individually or in the aggregate, have a Partnership Company Material Adverse Effect. For the purposes of this Agreement, “knowledge” or “known” means, with respect to any matter in question, the actual knowledge of such matter by (x) any officer of the Company that is listed on Section 4.1.8 of the Company Disclosure Letter in the case of the Company or (y) the current executive officers (as defined in Rule 3b-7 of the Exchange Act) of the Parent, in the case of the Parent. Any such individual will be deemed to have actual knowledge of a particular fact, circumstance, event or other matter if (i) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including e-mails sent to or by such individual) in, or that have been in, such individual’s possession, including personal files of such individual; or (ii) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records of the Company (in the case of knowledge of the Company) or Parent (in the case of knowledge of Parent) that would reasonably be expected to be reviewed by an individual who has the duties and responsibilities of such individual in the customary performance of such duties and responsibilities. (b) The Company and each of its officers and directors are in compliance with, and since July 29, 2005 have complied, in all material respects, with (A) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Sxxxxxxx-Xxxxx Act”) or the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. Each Company SEC Report that was required to be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act was accompanied by such certification and, at the time of filing or submission of each such certification, to the knowledge of the Company, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13)Since January 1, the Partnership 2018, Lafite and each of its Subsidiaries is are and have been in compliance with allall Applicable Law and Orders, except where any instances of non-compliance has not had, and is would not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, reasonably be reasonably expected to have have, a Partnership Lafite Material Adverse Effect. The Partnership Since January 1, 2018, neither Lafite nor any of its Subsidiaries has not received any written notice (i) of, or to Lafite’s Knowledge, any other communication since the Balance Sheet Date and prior to the date of this Agreement from a regarding, any Proceeding by any Governmental Authority that alleges that the Partnership relating to Lafite or any of its Subsidiaries is or (ii) to Lafite’s Knowledge, any other communication from any Governmental Authority alleging that Lafite or any of its Subsidiaries are not in compliance with any Applicable Law or is Order, in default or violation of any applicable Laweither case, except where such non-complianceas has not had, default or violation and would not, individually or in the aggregate, not reasonably be reasonably expected to have have, a Partnership Lafite Material Adverse Effect. (b) Except for the Environmental Permits as has not had, and would not reasonably be expected to have, a Lafite Material Adverse Effect, (which are provided for in Section 5.13), the Partnership and i) each of Lafite and its Subsidiaries is has in possession of effect all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority Permits necessary under applicable Law for it to lawfully own, lease or otherwise hold and operate their its properties and assets and to lawfully carry on their its businesses and operations as they are being now conducted as of the date of this Agreement and (collectively, the “Partnership Permits”), except where the failure ii) to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the PartnershipLafite’s Knowledge, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each casethat, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to haveresult in any right of termination, individually amendment, cancellation, revocation, suspension or in the aggregatelimitation of any Permit and there have occurred no defaults (with or without notice or lapse of time or both) under or, a Partnership Material Adverse Effectviolations of, Permits.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) Each of Parent and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. The Partnership Neither Parent nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership Parent or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect.. 63 (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership Parent and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Parent Permits”), except where the failure to be in possession of such Partnership Parent Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. All Partnership Parent Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. No suspension or cancellation of any of the Partnership Parent Permits is pending or threatened, except where such suspension or cancellation would not, not individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Parent Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.175.18) and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the The Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), Each of the Partnership and each of its Subsidiaries Entities is in compliance with allwith, and is not in default under or in violation of anyof, any applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have be material to the Partnership Entities and their respective Subsidiaries (taken as a whole). As of the date of this Agreement, none of the Partnership Material Adverse Effect. The Partnership Entities has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the any Partnership Entity or any of its Subsidiaries is not in compliance in all material respects with or is in default or violation of in any material respect any applicable Law. Notwithstanding the foregoing, except where such non-complianceno representation or warranty shall be deemed to be made in this Section 5.11(a) with respect to Environmental Laws or applicable Laws relating to employee benefit matters, default employment or violation would not, individually labor matters or in the aggregate, be reasonably expected to have a Partnership Material Adverse EffectTax matters. (b) Except for the Environmental Permits (which are provided for addressed in Section 5.13), the each Partnership Entity and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have be material to the Partnership Entities and their respective Subsidiaries (taken as a Partnership Material Adverse Effectwhole). All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have be material to the Partnership Entities and their respective Subsidiaries (taken as a Partnership Material Adverse Effectwhole). No suspension or cancellation of any of the material Partnership Permits is pending or threatenedor, except where such suspension or cancellation would not, individually or in to the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As Knowledge of the date of this AgreementPartnership, to threatened. To the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the any Partnership Entity or any of its their respective Subsidiaries under, any material Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any material Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13), Each of the Partnership and each of its Subsidiaries Entities is in compliance with allwith, and is not in default under or in violation of anyof, any applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have be material to the Partnership Entities and their respective Subsidiaries (taken as a whole). As of the date of this Agreement, none of the Partnership Material Adverse Effect. The Partnership Entities has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the any Partnership Entity or any of its Subsidiaries is not in compliance in all material respects with or is in default or violation of in any material respect any applicable Law. Notwithstanding the foregoing, except where such non-complianceno representation or 44 warranty shall be deemed to be made in this Section 5.11(a) with respect to Environmental Laws or applicable Laws relating to employee benefit matters, default employment or violation would not, individually labor matters or in the aggregate, be reasonably expected to have a Partnership Material Adverse EffectTax matters. (b) Except for the Environmental Permits (which are provided for addressed in Section 5.13), the each Partnership Entity and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have be material to the Partnership Entities and their respective Subsidiaries (taken as a Partnership Material Adverse Effectwhole). All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have be material to the Partnership Entities and their respective Subsidiaries (taken as a Partnership Material Adverse Effectwhole). No suspension or cancellation of any of the material Partnership Permits is pending or threatenedor, except where such suspension or cancellation would not, individually or in to the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As Knowledge of the date of this AgreementPartnership, to threatened. To the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the any Partnership Entity or any of its their respective Subsidiaries under, any material Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any material Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except SCP is, and at all times since it became the investment adviser to SLRC or SUNS has been, duly registered as an investment adviser under the Investment Advisers Act. (b) SCP is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Tax matters SCP. SCP has not received any written or, to SCP’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to SLRC or SUNS. (which are provided for in Section 5.17c) SCP holds and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in compliance with all, all Permits required in order to permit SCP to own or lease its properties and is not in default assets and to conduct its business under or in violation of any, and pursuant to all applicable LawLaw as presently conducted, other than any noncompliancefailure to hold or non-compliance with any such Permit that would not, default individually or violation in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to SLRC or SUNS. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to SLRC or SUNS. SCP has not received any written or, to SCP’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to SLRC or SUNS. (d) SCP has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to SUNS and SLRC) and, during the period prior to the date of this Agreement that SCP has been the investment adviser to SLRC or SUNS, SCP has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be reasonably expected material to have SLRC and its Consolidated Subsidiaries, taken as a Partnership Material Adverse Effect. The Partnership has not received any written communication since whole, or SUNS and its Consolidated Subsidiaries, taken as a whole. (e) During the Balance Sheet Date and period prior to the date of this Agreement from a Governmental Authority that alleges that it has been the Partnership investment adviser to SLRC or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable LawSUNS, except where such non-compliance, default or violation would not, individually or there has been no material adverse change in the aggregateoperations, be reasonably expected to have a Partnership Material Adverse Effectaffairs or regulatory status of SCP. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.175.18) and environmental matters (which are provided for in Section 5.13), the Partnership and each of the Company and its Subsidiaries is and has been in compliance with all, and is not in default under or in violation of any, applicable LawLaws, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. The Partnership Neither the Company nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement January 1, 2013 from a Governmental Authority that alleges alleging that the Partnership Company or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. No investigation or review by any Governmental Authority with respect to any of the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same, except where such investigation or review would not, individually or in the aggregate, be required to be disclosed under the Exchange Act or Securities Act. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership The Company and each of its Subsidiaries is are in possession of of, and have at all times since January 1, 2013 been in possession of, all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Company Permits”), except where the failure to be in possession of such Partnership Company Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. All Partnership Company Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. No suspension or cancellation of any of the Partnership Company Permits is pending or or, to the Knowledge of the Company, threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Company Material Adverse Effect.

Compliance with Applicable Law; Permits. (ai) Except with respect to Tax matters (which are provided for in Section 5.17) Each of the Company and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is has complied in compliance with allall respects with, and is not in default under or violation in violation any respect of, any Law, judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by, or any consent agreement, memorandum of anyunderstanding or other agreement with, any Governmental Entity applicable Lawto the Company or such Subsidiary, other than any noncompliancesuch non-compliance, default defaults or violation which would notviolations that, individually or in the aggregate, have not had and would not reasonably be reasonably expected to have a Partnership Material Adverse Effect. The Partnership has not received any written communication since . (ii) Each of the Balance Sheet Date Company and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not has in compliance with effect all permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders, permissions, waivers and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or is in default or violation of any applicable Lawuse their properties and to carry on their businesses as now conducted, except where such non-compliance, default or violation would notfor any Permits the absence of which, individually or in the aggregate, has not had and would not reasonably be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits of the Company and its Subsidiaries are in full force and effect, except where the failure to be in full force and effect would noteffect, individually or in the aggregate, has not had and would not reasonably be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would notExcept as, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that not had and would not reasonably be expected to have, individually or in the aggregate, have a Partnership Material Adverse Effect, since June 30, 2016, neither the Company nor any of its Subsidiaries has received any written notice or other written communication (or, to the knowledge of the Company, any oral communication) from any Governmental Entity regarding any actual or threatened revocation, withdrawal, suspension, cancellation, termination, deficiency, fine, penalty, sanction, dispute or modification with respect to any material Permit.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (which are provided for in Section 5.17) and environmental matters (which are provided for in Section 5.13the “Company Permits”), the Partnership and each of its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would notexcept for failures to hold such Company Permits which, individually or in the aggregate, would not reasonably be reasonably expected to have a Partnership Company Material Adverse Effect. The Partnership has not received any written communication since the Balance Sheet Date Company and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership or any of its Subsidiaries is not subsidiaries are in compliance with or is the terms of the Company Permits, except where any such failure to comply would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in default or the Company SEC Reports, the businesses of the Company and its subsidiaries are not being conducted in violation of any applicable Lawlaw, ordinance or regulation of any Governmental Entity, except where such non-compliance, default or violation would notfor possible violations which, individually or in the aggregate, would not reasonably be reasonably expected to have a Partnership Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Permits”), except where the failure to be in possession of such Partnership Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. All Partnership Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. As of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Knowledge Company or its subsidiaries is pending or, to the knowledge of the PartnershipCompany, no event or condition threatened, nor has occurred or exists which would result any Governmental Entity indicated in a violation ofwriting an intention to conduct the same, breachother than, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse those the outcome of time or both), except for violations, breaches, defaults, losses, accelerations or failures that which would not reasonably be expected to have, individually or in the aggregate, have a Partnership Company Material Adverse Effect. For the purposes of this Agreement, “knowledge” or “known” means, with respect to any matter in question, the actual knowledge of such matter by (x) any officer of the Company that is listed on Section 4.1.8 of the Company Disclosure Letter in the case of the Company or (y) the current executive officers (as defined in Rule 3b-7 of the Exchange Act) of the Parent, in the case of the Parent. Any such individual will be deemed to have actual knowledge of a particular fact, circumstance, event or other matter if (i) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including e-mails sent to or by such individual) in, or that have been in, such individual’s possession, including personal files of such individual; or (ii) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records of the Company (in the case of knowledge of the Company) or Parent (in the case of knowledge of Parent) that would reasonably be expected to be reviewed by an individual who has the duties and responsibilities of such individual in the customary performance of such duties and responsibilities. (b) The Company and each of its officers and directors are in compliance with, and since July 29, 2005 have complied, in all material respects, with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act”) or the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. Each Company SEC Report that was required to be accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act was accompanied by such certification and, at the time of filing or submission of each such certification, to the knowledge of the Company, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are provided for in Section 5.17) Each of Parent and environmental matters (which are provided for in Section 5.13), the Partnership and each of its Subsidiaries is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, reasonably be reasonably expected to have a Partnership Parent Material Adverse Effect. The Partnership Neither Parent nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges that the Partnership Parent or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership Parent and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Parent Permits”), except where the failure to be in possession of such Partnership Parent Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. All Partnership Parent Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Parent Material Adverse Effect. No suspension or cancellation of any of the Partnership Parent Permits is pending or threatened, except where such suspension or cancellation would not, not individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Parent Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) Except with respect to Tax matters (which are exclusively provided for in Section 5.174.18 and Section 4.19) and environmental matters (which are exclusively provided for in Section 5.134.13), the Partnership and each of the Company and its Subsidiaries is is, in compliance with all, and is not in default under or in violation of any, applicable LawLaws, other than any noncompliance, default or violation which would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. The Partnership Neither the Company nor any of its Subsidiaries has not received any written communication since the Balance Sheet Date and prior to the date of this Agreement from a Governmental Authority that alleges alleging that the Partnership Company or any of its Subsidiaries is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. (b) Except for the Environmental Permits (which are provided for in Section 5.13), the Partnership The Company and each of its Subsidiaries is are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of any Governmental Authority necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are being conducted as of the date of this Agreement (collectively, the “Partnership Company Permits”), except where the failure to be in possession of such Partnership Company Permits would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. All Partnership Company Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Partnership Company Material Adverse Effect. No suspension or cancellation of any of the Partnership Company Permits is pending or or, to the Knowledge of the Company, threatened, except where such suspension or cancellation would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Partnership Company Material Adverse Effect.