Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013, have been, operated in compliance with all Laws applicable to them, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. (b) As of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such Permits. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS Business, Except as indicated on Sections 4.6(a)(i) and 4.6(c) of the Companies Seller’s Disclosure Schedule and their except for violations that have been fully cleared or resolved with the relevant Governmental Entity: (i) each of the Company and its Subsidiaries are, and (A) has since January 1, 20132008 conducted, have beenand are presently conducting, operated their respective businesses in compliance with all applicable Laws in all material respects, and (B) has prior to January 1, 2008 conducted their respective businesses in compliance with all applicable to them, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any Laws other than such non-compliance by the TS Business with respect which would not reasonably be expected to any Law applicable to the TS Business result in a Material Adverse Effect, and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge (ii) each of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. Contractors has (bA) As of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been2008 conducted, and are presently conducting, the Mining Operations in compliance with all applicable Laws in all material respects, and (B) has prior to January 1, 2008 conducted the Mining Operations in compliance with all applicable Laws other than such Permits, except, in each case, for such exceptions as non-compliance which would not reasonably be material expected to the TS Business taken result in a Material Adverse Effect. Except as a whole. As indicated on Section 4.6(a)(ii) of the date hereofSeller’s Disclosure Schedule, to the Knowledge of the Seller, no event has occurred that, and no circumstances exist that (with or without notice or the lapse passage of time or boththe giving of notice) would be reasonably expected to result in a violation of, would conflict with or failure on the part of the Company or any of its Subsidiaries to conduct its business, or on the part of the Contractors to conduct the Mining Operations, in compliance with, any applicable Law in all material respects. Except as indicated on Sections 4.6(a) and 4.6(c) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has received notice regarding any material violation of, conflict with, or failure to conduct its business or the Mining Operations in compliance with, any applicable Law, excluding any notice of any such violation, conflict or failure on the part of the Contractors that has been fully resolved with the relevant Governmental Entity. The Mining Operations have not been designated as being subject to a pattern of violations by the Mine Safety and Health Administration, and neither the Company nor its Subsidiaries, nor to the Knowledge of the Seller, the Contractors, have received any written 27 or oral communications from the Mine Safety and Health Administration indicating such a designation. (b) Each of the Company and its Subsidiaries has obtained, owns, holds or lawfully uses directly or through the Contractors, all Permits which are material for the conduct of its business or the Mining Operations, and each Permit is held free and clear of all Liens. Each such Permit is valid and in full force and effect and is listed on Section 4.6(b)(i) of the Seller’s Disclosure Schedule (with all Mining Permits being so designated). Section 4.6(b)(ii) of the Seller’s Disclosure Schedule sets forth each Order entered, issued or rendered by any Governmental Entity to which the Company or one of its Subsidiaries or its or their business, properties or assets is subject that could reasonably be expected to materially restrict the Mining Operations or result in Liability to the Company or its Subsidiaries that has not been fully resolved. Except as noted on Section 4.6(b)(iii) of the Seller’s Disclosure Schedule and except for violations that have been fully resolved with the relevant Governmental Entity, each of the Company and its Subsidiaries and the Contractors is and has been in compliance in all material respects with the Permits, and, to the Knowledge of the Seller, no event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) would be reasonably expected to result in a material violation of, conflict with, failure on the part of the Company or one its Subsidiaries or the Contractors to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or limitation modification of any of such PermitsPermit. (c) No representation Section 4.6(c) of the Seller’s Disclosure Schedule sets forth a complete list of each violation of, conflict with or warranty failure to comply with the Mining Regulations in connection with the Mining Operations that is open or has not been fully resolved with the relevant Governmental Entity. (d) Section 4.6(d) of the Seller’s Disclosure Schedule sets forth, as of the date of this Agreement, a complete list of all current plans, including mine plans, roof control plans, ventilation plans, corrective action programs, and any amendments, modifications, updates or material correspondence related thereto, for each of the Mining Operations that have been submitted to applicable Governmental Entities pursuant to the Mining Regulations, each of which has been made under available to the Purchaser. (e) None of the representations and warranties contained in this Section 3.9 with respect 4.6 shall be deemed to ERISArelate to tax matters (which are governed by Section 4.5), Taxes labor and employment matters (which are governed by Section 4.14) or environmental matters, matters (which are covered exclusively governed by Sections 3.11Section 4.15). Notwithstanding the foregoing, 3.17 the representations and 3.18, respectivelywarranties contained in this Section 4.6 shall be deemed to relate to the Mining Regulations.

Compliance with Law; Permits. (a) The TS Business, the Companies Wendy’s and their each of its Subsidiaries are, and at all times since January 12, 2013, 2006 have been, operated in compliance with all Laws and not in default under or in violation of any applicable to themfederal, state, provincial, municipal, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except as for any such non-compliance, default or violation that would not not, individually or in the aggregate, be material to the TS Business Wendy’s and its Subsidiaries, taken as a whole. As Notwithstanding anything contained in this Section 3.7(a), no representation or warranty is made in this Section 3.7(a) in respect of the date hereofmatters referenced in Section 3.4 or 3.5, neither the Seller nor any or in respect of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any environmental, Tax, employee benefits or labor Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholematters. (b) As of the date hereof, the TS Business, the Companies Wendy’s and their its Subsidiaries are in possession of all permitsfranchises, grants, authorizations, licenses, franchisespermits, approvalseasements, variances, exceptions, consents, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and orders of any Governmental Authority Entity necessary for the operation of the TS Business Wendy’s and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as currently they are now being conducted (the “Wendy’s Permits”), except for any failure to have any of the Wendy’s Permits that have not had and such would not reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. All Wendy’s Permits are in full force and effect, except, except for any failure to be in each case, as full force and effect that has not had and would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result have, individually or in the revocationaggregate, suspension or limitation of any of such Permitsa Wendy’s Material Adverse Effect. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept for any non-compliance, default or violation that would not have a Company Material Adverse Effect, the Companies Company and their Subsidiaries areeach of its Subsidiaries, and since January 1December 31, 20132004, have been, operated has been in compliance with all Laws and is not in default under or in violation of any applicable law, rule, regulation, judgment, order, decree or other legal requirement (including common law) (collectively, “Laws” and each, a “Law”) and any Company Permits, applicable to themthe Company or any of its Subsidiaries, except as would not be material to the TS Business taken as a wholeany of their properties or other assets or any of their businesses or operations. As of the date hereofSince December 31, 2004, neither the Seller Company nor any of its Subsidiaries has received written notice alleging to the effect that a Governmental Entity claimed or alleged that the Company or any non-of its Subsidiaries was not in compliance by in any material respect with all Laws applicable to the TS Business Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. No representation or warranty is made in this Section 3.8 with respect to any Law applicable (a) compliance with the federal securities laws to the TS Business extent such compliance is covered by Sections 3.5, 3.6, 3.14 and no investigation 3.23 hereof, representations and warranties with respect to which are covered in such sections to such extent, (b) applicable laws with respect to Taxes, which are covered by any Governmental Authority regarding a potential violation of such Law is pending orSection 3.15 hereof, to the Knowledge of the Seller(c) Environmental Laws, threatenedwhich are covered by Section 3.9 hereof or (d) Company Benefit Plan matters, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholewhich are covered by Section 3.10 hereof. (b) As of the date hereof, the TS Business, the Companies The Company and their its Subsidiaries are in possession of all permitsauthorizations, licenses, franchisespermits, approvals, certificatesexceptions, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and franchises of any Governmental Authority Entity necessary for the operation of the TS Business Company and its Subsidiaries to carry on their businesses as currently they are now being conducted (the “Company Permits”), and such Permits are in full force and effect, except, in each case, as would not be material except where the failure to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As any of the date hereofCompany Permits would not, to the Knowledge of the Seller, no event has occurred that, with individually or without notice or the lapse of time or both, would reasonably be expected to result in the revocationaggregate, suspension or limitation of any of such Permitshave a Company Material Adverse Effect. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept for Laws relating to internal controls, Taxes, employee benefits, Intellectual Property, labor, environmental, anti-bribery Laws and OFAC and product liability matters to the extent the following representations relate to compliance with Laws with respect to such matters: Section 3.7(b), Section 3.11, Section 3.14, Section 3.16, Section 3.17, Section 3.19, Section 3.22 and Section 3.23, respectively, and except as set forth in Section 3.15(a) of the Seller Disclosure Letter, the Companies Seller Entities and their the Transferred Subsidiaries are, and since January 1June 30, 2013, 2011 have been, operated operating the Purchased Assets and the Devices & Services Business in compliance with all Laws applicable to themthem and their respective properties, rights and assets and with all posted or internal agreements or policies with respect to customer, user, private or personal data, except as to the extent any non-compliance therewith would not be material to the TS Business taken as a whole. As of Devices & Services Business, the date hereofTransferred Subsidiaries and/or the Purchased Assets, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. (b) As Except as set forth in Section 3.15(b) of the date hereofSeller Disclosure Letter, the TS Business(i) all approvals, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvalsregistrations, certificateswaivers, consents, waiverslicenses and other governmental authorizations (collectively, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for “Permits”) required to conduct the operation of the TS Devices & Services Business as currently conducted (the “Permits”)conducted, and such Permits as conducted since the beginning of the most recently completed fiscal year, are in the possession of the applicable Seller Entity or Transferred Subsidiary, and are in full force and effect, exceptand shall be transferable to Buyer, and the Devices & Services Business is being operated in each casecompliance therewith, and (ii) there is no reasonable basis for revoking, adversely modifying, or not renewing any such Permits, or for any such Permits not being transferred to or under the control of Buyer as contemplated by this Agreement, other than exceptions to any of the foregoing that would not be material to the TS Business Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material No Seller Entity or Transferred Subsidiary has received any written notification from any Governmental Authority threatening to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of revoke any of such PermitsPermit. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (ai) The TS Business, the Companies Fleetmatics and their each of Fleetmatics’ Subsidiaries are, and since January 1December 31, 2013, 2013 have been, operated in compliance with all and are not, and since December 31, 2013 have not been, in default under or in violation of any Laws applicable to themFleetmatics, such Subsidiaries or any of their respective properties or assets, except as where such non-compliance, default or violation has not been and would not reasonably be material expected to be, individually or in the aggregate, materially adverse to the TS Business taken as a whole. As business or results of the date hereof, neither the Seller nor any operations of Fleetmatics and its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. (bii) As of the date hereof, the TS Business, the Companies Fleetmatics and their Fleetmatics’ Subsidiaries are in possession of of, and since December 31, 2013 have at all permitstimes held, all franchises, grants, authorisations, licenses, franchisespermits, approvalseasements, variances, exceptions, consents, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and orders of any Governmental Relevant Authority necessary for the operation of the TS Business Fleetmatics and Fleetmatics’ Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as currently they are now being conducted (the “Fleetmatics Permits”), except where the failure to have any of the Fleetmatics Permits has not been and such would not reasonably be expected to be, individually or in the aggregate, materially adverse to the business or results of operations of Fleetmatics and its Subsidiaries taken as a whole. All Fleetmatics Permits are in full force and effect, except, except where the failure to be in each case, as full force and effect has not been and would not reasonably be material expected to be, individually or in the aggregate, materially adverse to the TS Business business or results of operations of Fleetmatics and its Subsidiaries taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such Permits. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS Except for matters that, individually or in the aggregate, (i) have not had and would not reasonably be expected to be material and adverse to the KO Energy Business, taken as a whole, or (ii) have not resulted and would not reasonably be expected to result in criminal liability with respect to KO, any of its Subsidiaries or any of its or their directors or officers, (A) the KO Companies and their Subsidiaries are, and since January 1December 31, 2013, have been, operated in compliance with all Laws applicable to them, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. (b) As of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 2012 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material Laws and permits applicable to the TS Business taken KO Energy Business, (B) the KO Companies hold all permits necessary for the lawful conduct of the KO Energy Business, as a whole. As conducted as of the date hereofof this Agreement, and (C) since December 31, 2012, no Action, demand, inquiry or investigation has occurred or been pending or threatened in writing alleging that any KO Company is not in compliance with any Law or permit applicable to the KO Energy Business. Notwithstanding anything contained in this Section 5.8, no representation or warranty shall be deemed to be made in this Section 5.8 in respect of the matters referenced in Section 5.10. (b) Since December 31, 2012, (i) the KO Companies and, to KO’s knowledge, their Affiliates, directors, officers and employees have complied with the Knowledge U.S. Foreign Corrupt Practices Act of 1977 and any other applicable foreign or domestic anticorruption or antibribery Laws (collectively, the “Fraud and Bribery Laws”), and (ii) none of the SellerKO Companies or their respective Affiliates, no event has occurred thatdirectors, with officers or without notice or the lapse of time or bothemployees, would reasonably be expected nor, to result in the revocationKO’s knowledge, suspension or limitation of any of its or their agents or other representatives acting on their behalf, have, directly or indirectly through another Person, in any such Permitscase, taken action in violation of the Fraud and Bribery Laws. (c) No representation Except as, individually or warranty is made in the aggregate, has not and would not reasonably be expected to be material and adverse to the KO Energy Business, taken as a whole, all products being manufactured, distributed or developed by or for the benefit of the KO Energy Business that are subject to the jurisdiction of the FDA, USDA, FTC or any comparable state or foreign Governmental Authority have been formulated and are being processed, labeled, stored, tested, transported, distributed, marketed, advertised and promoted, and, to KO’s knowledge, manufactured and packed, in compliance with all applicable requirements under this the FDCA and other Law (including any law implemented by the FDA, USDA or FTC, or any counterpart regulatory authorities in individual states or any other country). To KO’s knowledge, such products are neither adulterated nor misbranded within the meaning of the FDCA, nor are they products that may not, under Section 3.9 with 404, 505 or 512 of the FDCA, be introduced into United States commerce. To KO’s knowledge, such products have not been the subject of any warning letter, notice of violation, seizure, injunction, regulatory enforcement Action, or criminal Action issued, initiated or threatened in writing by the FDA, USDA, FTC or any comparable state or foreign Governmental Authority since December 31, 2012. (d) Except for matters that, individually or in the aggregate, have not had, and would not reasonably be expected to be material and adverse to the KO Energy Business, taken as a whole, since December 31, 2012, none of the KO Companies has voluntarily or involuntarily initiated, or caused to be initiated, any recall, market withdrawal, safety alert or similar notice in respect of any KO Energy Business product, and there are no outstanding or unresolved Reportable Food Registry, Adverse Event or similar notices reports that would be reasonably likely to ERISAlead to a recall, Taxes market withdrawal or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectivelysafely alert.

Compliance with Law; Permits. Except as set forth on Section 3.5 of the Disclosure Schedules: (a) The TS Businessthe conduct of the Wireless Business is, and the Companies and their use of the Transferred Assets by Seller or its Subsidiaries areis, and since January 1, 2013, have 2018 has been, operated in compliance with all applicable Laws applicable to themand Seller and each of its Subsidiaries is not, and since January 1, 2018 has not been, in violation of any such Laws in respect of any Transferred Assets held by it, in each case, except any such violations as would not not, individually or in the aggregate, reasonably be expected to be material to the TS Wireless Business or the Transferred Assets taken as a whole. As ; (b) no Proceeding with respect to Seller or any of its Affiliates is pending or, to the date hereofKnowledge of Seller, neither threatened, nor has any Governmental Authority, to the Knowledge of Seller, indicated an intention to conduct the same, in each case, with respect to the Wireless Business, the Transferred Assets or the Assumed Liabilities; (c) none of Seller nor any of its Subsidiaries has received any written notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, exceptoral communication of any material noncompliance with any applicable Laws, in each case, for such exceptions as would not be material with respect to the TS Business taken Wireless Business, any of Transferred Assets or any of the Assumed Liabilities, which noncompliance has not been cured as a whole. (b) As of the date hereof; and (d) except for Permits that are Transferred Assets, no material Permits (including Permits issued by the TS Business, FCC) are required by Seller or any of its Subsidiaries for (i) the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation conduct of the TS Wireless Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, or anticipated to be conducted as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereofhereof or (ii) the ownership, to the Knowledge operation or use of the SellerTransferred Assets as owned, no event has occurred that, with operated and used by or without notice or the lapse of time or both, would reasonably as anticipated to be expected to result operated and used by Seller and its Subsidiaries in the revocation, suspension or limitation Ordinary Course of any of such PermitsBusiness. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth in Section 4.09 of the Company Disclosure Letter, each of the Companies Company and their the Company Subsidiaries areis and at all times in the past five (5) years has been, and since January 1has operated its business and maintained its assets and properties, 2013in compliance, have beenin all material respects, operated in compliance with all Laws and Orders applicable to themthe assets, properties or businesses of the Company and the Company Subsidiaries, including the applicable rules, regulations, policies and standards of self-regulatory bodies such as the Interactive Advertising Bureau, the Digital Advertising Alliance, and the Network Advertising Initiative. Since the date that is five (5) years prior to the date of this Agreement, except as would not be material to the TS Business taken as a whole. As set forth in Section 4.09 of the date hereofCompany Disclosure Letter, neither the Seller Company nor any of its the Company Subsidiaries has received any notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any from a Governmental Authority regarding a potential asserting any such violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholeLaws or Orders. (b) As The Company and the Company Subsidiaries are, and have been at all times during the past five (5) years, in compliance in all material respects with and are not in default or violation of, the provisions of Articles 20 to 29 of the date hereof, French law n° 93-122 of 29 January 1993 on the TS Business, prevention of bribery and the Companies transparency of economic life and their public procurement procedures (the “Sapin Law”) and of the order n° 2017-159 of 9 February 2017 on digital advertising services. The Company and the Company Subsidiaries are have not received any notice (c) Each of the Company and the Company Subsidiaries is in possession of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation each of the TS Company and the Company Subsidiaries to own, lease and operate its properties and to, collectively, carry on the Business as currently conducted (the “Permits”), and . All such Permits are valid and in full force and effect, except, in each case, as would not be material to effect and the TS Business taken as a whole. The TS Business, Company and the Companies and their Company Subsidiaries are, and since January 1, 2013 have been, are in compliance in all material respects with all such Permits. (d) The Company has, exceptfor the last five (5) years, been in compliance, in each caseall material respects, for such exceptions as would not be material with all applicable Customs & Trade Laws. (e) For the past five (5) years, neither the Company nor any Company Subsidiary, nor any of its shareholders, directors (supervisory or management), officers, members, employees or, to the TS Business taken as Company’s knowledge, agents is, or has been, a whole. As Sanctioned Person. (f) For the past five (5) years, neither the Company, nor any Company Subsidiary, has engaged in any dealings or transactions in, with, or involving, directly or indirectly, any Sanctioned Person or Sanctioned Jurisdiction or otherwise in violation of Sanctions. (g) For the date hereofpast five (5) years, neither the Company, nor any Company Subsidiary, has (i) made any voluntary, directed or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any non-compliance with any Customs & Trade Laws or Sanctions, (ii) been the subject of a current, pending or threatened investigation, inquiry or enforcement proceedings for violations of Customs & Trade Laws or Sanctions, or (iii) violated or received any notice, request, penalty, or citation for any actual or potential non-compliance with Customs & Trade Laws or Sanctions. (h) In the past five (5) years, neither the Company, the Company Subsidiaries any respective officer, director, manager, or, to the Knowledge of the SellerCompany, no event employee, affiliate or agent having authority to act on behalf thereof, has occurred thatdirectly or indirectly: (i) made any unlawful contributions, with gifts, entertainment or without notice other unlawful expenses relating to political activity and related in any way to the Business; (ii) made any unlawful payment to any foreign or domestic government official or employee, foreign or domestic political parties or campaigns, official of any public international organization, or official of any state-owned enterprise; (iii) violated any provision of any applicable anti-corruption Laws, including the lapse Foreign Corrupt Practices Act of time 1977 (“FCPA”) and the United Kingdom Bribery Act of 2010 (“UKBA”); (iv) made any bribe, payoff, influence payment, kickback or bothother similar unlawful payment; (v) made any payment (whether or not lawful) to any Person, would reasonably be expected to result or provided (whether lawfully or unlawfully) any favor or anything of value (whether in the revocationform of property or services, suspension or limitation in any other form) to any Person, for the purpose of obtaining or paying for: (A) favorable treatment in securing business or (B) any other special concession; or (vi) agreed, committed, offered or attempted to take any of such Permits.the actions described in clauses (i) through (v) above. In the past five (5) years, neither the Company nor any of the Company Subsidiaries has conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar (ci) No representation For the past five (5) years, the Company and the Company Subsidiaries and their directors, officers, employees, and, to the Knowledge of the Company, agents are in compliance with, and, in the past five (5) years, have not violated, any applicable United States or warranty is made under this Section 3.9 non-U.S. anti-money laundering Laws. There are no pending or, to the Knowledge of the Company, threatened claims against the Company or any Company Subsidiary with respect to ERISAsuch anti-money laundering Laws. During the past five (5) years, Taxes or environmental mattersthe Company and the Company Subsidiaries have had in place adequate policies, which are covered exclusively by Sections 3.11procedures, 3.17 controls and 3.18, respectivelysystems reasonably designed to ensure compliance with applicable anti-money laundering Laws.

Compliance with Law; Permits. (a) The TS BusinessExcept as described on Schedule 7.7(a), the Companies and their Subsidiaries areAssets operated by Seller, and since January 1to Seller’s Knowledge, 2013the Assets operated by Third Parties, have been, been owned and operated in compliance in all material respects with all Laws applicable federal, state and local Laws, rules, regulations and orders. Except as described on Schedule 7.7(a), neither Seller nor its Affiliates, and to Seller’s Knowledge, no Third Party operator, has received written notice of a material violation of any Law, or any judgment, decree or order of any court, applicable to them, except as would the Assets. This Section 7.7(a) does not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor include any of its Subsidiaries has received notice alleging any non-compliance by the TS Business matters with respect to any Law applicable to the TS Business Environmental Laws, such matters being addressed exclusively in Article 5, Section 7.7(b) and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholeSection 7.7(c). (b) As of the date hereofExcept as described on Schedule 7.7(b), the TS Business, the Companies and their Subsidiaries (i) Seller has all material Permits issued pursuant to any Environmental Law that are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted any Asset operated by Seller; (the “Permits”), and such Permits are in full force and effect, except, in each case, as would ii) Seller has not be received any written notice of a material violation with respect to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As any of the date hereofPermits that has not been corrected or settled; and (iii) Seller has not received written notice of any claims, to the Knowledge of the Selleractions, no event has occurred that, with proceedings or without notice or the lapse of time or both, would reasonably be expected to investigations that might result in the modification, revocation, termination or suspension or limitation of any of such Permitsmaterial Permit. (c) No representation Except as described on Schedule 7.7(c), (i) there is no lawsuit, litigation, hearings, notice of violation, or warranty is made administrative proceeding pending against Seller or the Assets as a result of the material violation or material breach of any Environmental Law in connection with the ownership or operation of the Assets, and (ii) Seller has not received any written notice of any material claims, suits, investigations, orders or proceedings pending or threatened under this Section 3.9 any Environmental Law with respect to ERISAany Asset or the ownership or operation thereof or that is reasonably likely to result in any Remediation obligation of Seller. (d) Except as described on Schedule 7.7(d), Taxes to Seller’s Knowledge, as of the Execution Date, there is no material matter affecting the Assets that requires any Remediation of any of the Assets. With respect to the Assets, neither Seller nor any Affiliate of Seller has entered into nor is a party (directly or as successor in interest) to, any agreement with, plea, diversion agreement or consent, order, decree or judgment of any Governmental Authority that (i) is in existence as of the Execution Date, (ii) is based on any Environmental Laws that relate to the present or future use of any of the Assets, or (iii) requires any Remediation or change in the present conditions of any of the Assets. (e) As of the Execution Date, Seller has made available to Buyer copies of any material Third Party reports assessing the environmental matters, which condition of any Asset prepared for Seller during the two (2)-year period prior to the Closing that are covered exclusively by Sections 3.11, 3.17 and 3.18, respectivelyin Seller’s (or its Affiliates’) possession.

Compliance with Law; Permits. (a) The TS Business, the Companies Company is and their Subsidiaries are, and since January 1, 2013, have been, operated has been in compliance with all Laws applicable to themit, except as would not be in all material to respects. To the TS Business taken as a whole. As Knowledge of the date hereofCompany, neither the Seller nor Company has not received, since January 1, 2012, any of its Subsidiaries has received written notice alleging or other communication from any non-Governmental Authority or any other Person that the Company is not in compliance by the TS Business in any material respect with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholeit. (b) As of Schedule 4.8(b) lists all awards, decisions, injunctions, judgments, orders, rulings, subpoenas or verdicts entered, issued, made or rendered by any Governmental Authority against the Company since January 1, 2012 that are in effect on the date hereof. The Company is in material compliance with each of the items set forth on Schedule 4.8(b). (c) The Company is, or will at the TS BusinessClosing be, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business Company to own, lease and operate its properties and to carry on its business as currently conducted (the “Permits”), and such Permits are in full force and effectexcept where the failure to have, exceptor the suspension or cancellation of, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As any of the date hereofPermits would not, to individually or in the Knowledge of the Selleraggregate, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result have, a Material Adverse Effect. All such Permits have been made available to Buyer and are in effect on the date hereof and the Company is not, in any material respect, in breach or violation of, or default under, any such Permit. The Company will continue to have the use and benefit of all Permits following the consummation of the transactions contemplated hereby. The Company has not received any written notice or written communication from a Governmental Authority regarding any material change in the revocation, suspension status or limitation terms and conditions of any of such Permits. (cd) No representation or warranty is made under this Section 3.9 4.8 with respect to ERISA, Taxes or environmental mattersTaxes, which are is covered exclusively by Sections 3.11, 3.17 and 3.18, respectivelySection 4.14.

Compliance with Law; Permits. (a) The TS BusinessCompany and each of its Subsidiaries is and, the Companies since February 27, 2010, has been in compliance with and their Subsidiaries areis not, and since January 1February 27, 20132010, have has not been, operated in compliance with all Laws default under or in violation of any applicable to themfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws,” and each, a “Law”), except as where such non-compliance, default or violation would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect. Anything contained in this Section 3.7(a) to the TS Business taken as a whole. As contrary notwithstanding, no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of the date hereofmatters referenced in Section 3.4, neither the Seller nor any or Section 3.8, or in respect of its Subsidiaries has received notice alleging any non-compliance environmental, insurance, Tax, intellectual property, employee benefits or labor Law matters, each of which matters is addressed by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation other sections of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholethis Agreement. (b) As The Company and each of the date hereof, the TS Business, the Companies and their its Subsidiaries are in possession of all permitsfranchises, grants, authorizations, licenses, franchisespermits, approvalseasements, variances, exceptions, consents, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and orders of any Governmental Authority Entity necessary for the operation of Company and the TS Business Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as currently they are now being conducted (the “Company Permits”), and such except where the failure to have any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except, except where the failure to be in each case, as full force and effect would not be material to the TS Business taken as a whole. The TS Businesshave, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with individually or without notice or the lapse of time or both, would reasonably be expected to result in the revocationaggregate, suspension or limitation of any of such Permitsa Company Material Adverse Effect. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (ai) The TS BusinessExcept as would not, individually or in the aggregate, result in a Material Adverse Effect or as specifically disclosed in an Environmental Report, the Companies and their Subsidiaries are, have conducted their business and since January 1, 2013, have been, operated and used all of their properties in compliance with all applicable Laws and with all posted or internal agreements or policies with respect to private or personal data, or data or system privacy or security, and no event has occurred or circumstances exist that individually or in the aggregate (with or without notice or lapse of time) would constitute or result in a material violation by a Company or its Subsidiaries of any applicable to themLaws. Since January 1, except as would not be material to the TS Business taken as a whole. As of the date hereof2017, neither the no notice has been received by Seller nor or any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending controlled Affiliates or, to the Knowledge knowledge of the Seller, threatenedany Property Manager alleging a material violation of, exceptor material liability under, any Laws which has not been either fully resolved or waived in each case, for such exceptions as would not be all material to the TS Business taken as a wholerespects. (bii) As Each Company and each of the date hereof, the TS Business, the Companies and their its Subsidiaries are in possession of holds all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority material Permits necessary for the operation conduct of their respective businesses as presently conducted. Section 4.1(n)(ii) of the TS Business as currently conducted (the “Disclosure Schedule sets forth a list of all such material Permits”), and Seller has made available to Buyer true and complete copies of all such Permits are material Permits. Except as set forth on Section 4.1(n)(ii) of the Disclosure Schedule, (i) each such Permit is in full force and effect, except(ii) are not subject to any suspension, in each casecancellation, as would not be material to the TS Business taken as a whole. The TS Business, modification or revocation or any Legal Proceedings related thereto and (iii) Seller and the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all not received any written notices of noncompliance affecting any such Permits, except, in each case, for such exceptions as any failure to be in full force and effect or suspension, cancellation, modification or revocation or Legal Proceedings or noncompliance that would not be material to not, individually or in the TS Business taken as a whole. As of the date hereofaggregate, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such Permitshave a Material Adverse Effect. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth in Schedule 4.14(a) hereto, the Companies and their Subsidiaries are, and since January 1, 2013, have been, operated Seller is in compliance with all Laws all, and is not in violation of any, law, ordinance, order, decree, rule or regulation of any governmental agency or authority, the violation of or noncompliance with which could have a Material Adverse Effect on Seller, the Business or the Purchased Assets, including, without limitation, laws and regulations applicable to themsales of Collectible Coins. Except as disclosed in Schedule 4.14(a) hereto, except as would not be material to no unresolved (i) charges of violations of laws or regulations have been made or threatened, (ii) proceedings or investigations are pending or have been threatened, and (iii) citations or notices of deficiency have been issued or have been threatened, against Seller or the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding governmental authorities, which has had or could reasonably be expected to have, individually or in the aggregate, a potential violation of such Law is pending orMaterial Adverse Effect on Seller, the Business or the Purchased Assets; and, to the Knowledge best knowledge of the SellerSelling Parties, threatenedthere are no facts or circumstances upon which any such charges, exceptproceedings, in each caseinvestigations, for such exceptions as would not or citations or deficiency notices, may be material to the TS Business taken as a wholeinstituted, issued or brought hereafter. (b) As of the date hereofSchedule 4.14(b) contains a true, the TS Business, the Companies correct and their Subsidiaries are in possession complete list of all governmental licenses, permits, licensesauthorizations, franchises, approvalsor certificates or rights (contractual or other) to operate the Business, certificatesthat are held by Seller (collectively, consents"Licenses and Permits"). Such Licenses and Permits are the only licenses, waiverspermits, concessionsauthorizations, exemptionsfranchises, orders, registrations, notices or other authorizations of any Governmental Authority necessary certificates and rights to operate required for the operation of the TS Business Business, as currently it has been conducted (the “Permits”)since November 1, 1998, and all of such Licenses and Permits are in full force and effect, except, effect at the date hereof. Except as otherwise set forth in each case, as would not be material to the TS Business taken as a whole. The TS BusinessSchedule 4.14(b), the Companies and their Subsidiaries are, and since January 1, 2013 have been, Business is in compliance with all the conditions and requirements imposed by or in connection with such Licenses and Permits, excepta list of which conditions and requirements is set forth in Schedule 4.14(b). Seller has not received any notice, in each casenor does any Selling Party have any knowledge or reason to believe, for such exceptions as would not be material that any governmental authority intends to the TS Business taken as a whole. As of the date hereofcancel, to the Knowledge of the Seller, no event has occurred that, with terminate or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of modify any of such PermitsLicenses or Permits or that there are valid grounds for any such cancellation, termination or modification. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessEach of the Blockers, the Companies Company and their the Company’s Subsidiaries areis in compliance, and since January November 1, 20132012 has complied, have beenin all material respects with (i) all Laws, operated in compliance with all Laws writs or injunctions of any Governmental Authority having jurisdiction over the Blockers, the Company, any of the Company’s Subsidiaries, the Business or the Real Property and (ii) the formally-adopted policies of the Blockers, the Company or any of the Company’s Subsidiaries applicable to themthe collection, except as would not be material use, disclosure, maintenance and transmission of sensitive information. None of the Blockers, the Company or any of the Company’s Subsidiaries has, within the last eighteen (18) months prior to the TS Business taken as a whole. As of the date hereof, neither received any written notice, or to the Seller nor Knowledge of the Company, oral notice, from any of its Subsidiaries Governmental Authority alleging that any such Person has received notice alleging violated in any non-compliance by the TS Business with material respect to any Law applicable to the TS Business conduct of its business and no investigation by operations, including the use and occupancy of the Real Property. (b) Each of the Blockers, the Company and the Company’s Subsidiaries holds and is in compliance, in all material respects, with all material permits, licenses, approvals, certificates, registrations, notices, certificates or other authorizations of any Governmental Authority regarding a potential violation (the “Permits”) required under applicable Law for each of the Blockers, the Company and the Company’s Subsidiaries to own, use, lease and operate and to carry on its business as currently conducted in and on the Real Property. No suspension or cancellation of any such Law Permit is pending or, to the Knowledge of the SellerCompany, threatened, except, in each case, for such exceptions except as would not be adversely affect in any material to respect the TS Business taken as a whole. (b) As operations of the date hereofCompany and its Subsidiaries, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to To the Knowledge of the SellerCompany, no event has occurred that, with or without notice or all such Permits will be available for use immediately after the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such PermitsClosing. (c) No representation or warranty is made under this Section 3.9 4.10 with respect to ERISAERISA or Benefit Plans, Labor and Employment Matters, Taxes or environmental mattersEnvironmental Matters, which are covered exclusively by Sections 3.11Section 4.12, 3.17 Section 4.13, Section 4.17 and 3.18Section 4.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth in Schedule 4.11(a) hereto, the Companies and their Subsidiaries are, and since January 1, 2013, have been, operated Seller is in compliance with all Laws applicable to themall, except as would and is not be in violation of any, law, ordinance, order, decree, rule or regulation of any governmental agency or authority, the violation of or noncompliance with which could have a material to adverse effect on the TS Business taken as a whole. As or any of the date hereofPurchased Assets. Except as disclosed in Schedule 4.11(a) hereto, neither and without limiting the Seller nor any generality of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and this Section 4.11(a), there are no investigation by any Governmental Authority regarding a potential violation of such Law is pending unresolved (i) proceedings or investigations instituted or, to the Knowledge best knowledge of the Seller, threatened, except, in each case, for by any such exceptions as would not be material governmental authorities against Seller or relating to the TS Business, or (ii) citations issued or, to the best knowledge of Seller, threatened against Seller or the Business taken as by any governmental authorities, or (iii) other notices of deficiency or charges of violation brought or, to the best knowledge of Seller, threatened against Seller or the Business, including under any federal or state regulation or otherwise, which could have, individually or in the aggregate, a whole. (b) As material adverse effect on the Business or any of the date hereofPurchased Assets, or interfere with the TS Businessmaintenance, or the Companies and their Subsidiaries are in possession transfer or reissuance to Buyer, of all the permits, licenses, franchises, approvals, certificates, consentsauthorizations or any right to operate held by Seller; and, waiversto the best knowledge of Seller, concessionsthere are no facts or circumstances upon which any such proceedings, exemptionsinvestigations, orderscitations, registrationsnotices, notices disallowances or other authorizations charges may be instituted, issued or brought hereafter. (b) Schedule 4.11(b) contains a true, correct and complete list of any Governmental Authority necessary all governmental licenses, permits, authorizations, franchises, or certificates or rights (contractual or other) to operate the Business, that are held by Seller (collectively, "Licenses and Permits"). Such Licenses and Permits are the only licenses, permits, authorizations, franchises, certificates and rights to operate required for the operation of the TS Business Business, as currently it has been conducted (the “Permits”since January 1, 1994. Except as set forth on Schedule 4.11(b), all of such Licenses and such Permits are at the date hereof, and will be as of the Closing, in full force and effect, except, in each case, as would effect and the continuing validity and effectiveness of such Licenses and Permits will not be affected by the sale of the Purchased Assets to Buyer. Seller has provided Buyer with true, correct and complete copies of each License and Permit listed in Schedule 4.11(b). Seller is in compliance in all material respects with all conditions or requirements imposed by or in connection with such Licenses and Permits and with respect to its use of the TS Business taken as a whole. The TS Purchased Assets and operation of the Business, and Seller has not received any notice, nor does Seller have any knowledge or reason to believe, that any governmental authority intends to cancel, terminate or modify any of such Licenses or Permits or that valid grounds for any such cancellation, termination or modification currently exist, except that, by reason of change of ownership of the Business, the Companies Licenses and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such Permits. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS (i) Seller (to the extent related to the Business), each Sponsored Public Fund and, to the Companies and their Subsidiaries areKnowledge of Seller, each Non-Sponsored Public Fund is currently, and has been since January 1December 31, 20132016, have been, operated in compliance in all material respects with all Laws applicable Laws, and (ii) since December 31, 2016 to them, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither none of the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending Parties or Sponsored Public Funds or, to the Knowledge of the Seller, threatenedNon-Sponsored Public Funds has received any written notice from any Person or Governmental Authority asserting any material violation by Seller, exceptany other Seller Party, any Sponsored Public Fund or, to the Knowledge of Seller, any Non-Sponsored Public Fund of any applicable Law, which, in each casethe aggregate, for such exceptions as would not be material to the TS Business taken as have a wholeSeller Material Adverse Effect. (b) As Seller (to the extent related to the Business), each Sponsored Public Fund and, to the Knowledge of the date hereofSeller, the TS Businesseach Non-Sponsored Public Fund holds, the Companies and their Subsidiaries are in possession of at all permitstimes since December 31, licenses2016 has held, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority all material Permits necessary for the operation conduct of the TS Business as currently conducted (the “Permits”)under and pursuant to Law, and Seller, each Sponsored Public Fund and, to the Knowledge of Seller, each Non-Sponsored Public Fund is, and has been since December 31, 2016, in compliance in all material respects with all such Permits. All such Permits are in full force and effecteffect and are not subject to any suspension, exceptcancellation, in each casematerial modification or revocation or any Proceedings related thereto, as would not be material and, to the TS Business taken Knowledge of Seller, no such suspension, cancellation, material modification or revocation or Proceeding is threatened as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, except in the case where the failure to so hold all such Permits would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) Since December 31, 2015 until the date hereof, no Governmental Authority has provided notice in writing, or to the Knowledge of the Seller, orally of any investigation into the business or operations of Seller (to the extent related to the Business), any Sponsored Public Fund or, to the Knowledge of Seller, any Non-Sponsored Public Fund, other than routine periodic examinations by a Governmental Authority in the ordinary course of business. There is no event material deficiency, violation or exception claimed or asserted in writing by any Governmental Authority, since December 31, 2015 through the date hereof, with respect to any examination of Seller (to the extent related to the Business), any Sponsored Public Fund or, to the Knowledge of Seller, any Non-Sponsored Public Fund that has occurred thatnot been resolved. Seller has made available to Buyer complete and correct copies of all (i) material investigation, examination, audit or inspection reports provided by any Governmental Authority in respect of Seller, any Sponsored Public Fund or, to the Knowledge of Seller, any Non-Sponsored Public Fund, (ii) material written responses to any such reports made by Seller, any Sponsored Public Fund or, to the Knowledge of Seller, any Non-Sponsored Public Fund and (iii) other material correspondence with any Governmental Authority relating to any investigation, examination, audit or inspection of Seller, any Sponsored Public Fund or, to the Knowledge of Seller, any Non-Sponsored Public Fund. (d) Seller or, to the Knowledge of Seller, any of its directors, officers, employees, agents or representatives: (i) is or has been a Restricted Party; (ii) is engaged, or since December 31, 2016, has engaged, in any transaction, activity or conduct, directly or indirectly, with or without notice for the benefit of any Restricted Party or the lapse of time with or bothin a Sanctioned Country, or otherwise in any manner that would reasonably be expected to result in the revocation, suspension or limitation of its becoming a Restricted Party; or (iii) has made any of such PermitsProhibited Payment. (ce) No representation or warranty is made under this Section 3.9 Seller has in place policies and procedures that are reasonably designed to comply with respect to ERISAall applicable Sanctions, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 Anti-Corruption Laws and 3.18, respectivelyAnti-Money Laundering Laws.

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth in Section 4.09 of the Company Disclosure Letter, each of the Companies Company and their the Company Subsidiaries areis and at all times in the past five (5) years has been, and since January 1has operated its business and maintained its assets and properties, 2013in compliance, have beenin all material respects, operated in compliance with all Laws and Orders applicable to themthe assets, properties or businesses of the Company and the Company Subsidiaries, including the applicable rules, regulations, policies and standards of self-regulatory bodies such as the Interactive Advertising Bureau, the Digital Advertising Alliance, and the Network Advertising Initiative. Since the date that is five (5) years prior to the date of this Agreement, except as would not be material to the TS Business taken as a whole. As set forth in Section 4.09 of the date hereofCompany Disclosure Letter, neither the Seller Company nor any of its the Company Subsidiaries has received any notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any from a Governmental Authority regarding a potential asserting any such violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholeLaws or Orders. (b) As The Company and the Company Subsidiaries are, and have been at all times during the past five (5) years, in compliance in all material respects with and are not in default or violation of, the provisions of Articles 20 to 29 of the date hereofFrench law n° 93-122 of 29 January 1993 on the prevention of bribery and the transparency of economic life and public procurement procedures (the “Sapin Law”) and of the order n° 2017-159 of 9 February 2017 on digital advertising services. The Company and the Company Subsidiaries have not received any notice from any Governmental Authority regarding any actual or possible violation of, or failure to comply with the TS Business, Sapin Law. (c) Each of the Companies Company and their the Company Subsidiaries are is in possession of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation each of the TS Company and the Company Subsidiaries to own, lease and operate its properties and to, collectively, carry on the Business as currently conducted (the “Permits”), and . All such Permits are valid and in full force and effect, except, in each case, as would not be material to effect and the TS Business taken as a whole. The TS Business, Company and the Companies and their Company Subsidiaries are, and since January 1, 2013 have been, are in compliance in all material respects with all such Permits. (d) The Company has, exceptfor the last five (5) years, been in compliance, in each caseall material respects, for such exceptions as would not be material with all applicable Customs & Trade Laws. (e) For the past five (5) years, neither the Company nor any Company Subsidiary, nor any of its shareholders, directors (supervisory or management), officers, members, employees or, to the TS Business taken as Company’s knowledge, agents is, or has been, a whole. As Sanctioned Person. (f) For the past five (5) years, neither the Company, nor any Company Subsidiary, has engaged in any dealings or transactions in, with, or involving, directly or indirectly, any Sanctioned Person or Sanctioned Jurisdiction or otherwise in violation of Sanctions. (g) For the date hereofpast five (5) years, neither the Company, nor any Company Subsidiary, has (i) made any voluntary, directed or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any non-compliance with any Customs & Trade Laws or Sanctions, (ii) been the subject of a current, pending or threatened investigation, inquiry or enforcement proceedings for violations of Customs & Trade Laws or Sanctions, or (iii) violated or received any notice, request, penalty, or citation for any actual or potential non-compliance with Customs & Trade Laws or Sanctions. (h) In the past five (5) years, neither the Company, the Company Subsidiaries any respective officer, director, manager, or, to the Knowledge of the SellerCompany, no event employee, affiliate or agent having authority to act on behalf thereof, has occurred thatdirectly or indirectly: (i) made any unlawful contributions, with gifts, entertainment or without notice other unlawful expenses relating to political activity and related in any way to the Business; (ii) made any unlawful payment to any foreign or domestic government official or employee, foreign or domestic political parties or campaigns, official of any public international organization, or official of any state-owned enterprise; (iii) violated any provision of any applicable anti-corruption Laws, including the lapse Foreign Corrupt Practices Act of time 1977 (“FCPA”) and the United Kingdom Bribery Act of 2010 (“UKBA”); (iv) made any bribe, payoff, influence payment, kickback or bothother similar unlawful payment; (v) made any payment (whether or not lawful) to any Person, would reasonably be expected to result or provided (whether lawfully or unlawfully) any favor or anything of value (whether in the revocationform of property or services, suspension or limitation in any other form) to any Person, for the purpose of obtaining or paying for: (A) favorable treatment in securing business or (B) any other special concession; or (vi) agreed, committed, offered or attempted to take any of such Permitsthe actions described in clauses (i) through (v) above. In the past five (5) years, neither the Company nor any of the Company Subsidiaries has conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any applicable anticorruption Laws, including the FCPA and UKBA. (ci) No representation For the past five (5) years, the Company and the Company Subsidiaries and their directors, officers, employees, and, to the Knowledge of the Company, agents are in compliance with, and, in the past five (5) years, have not violated, any applicable United States or warranty is made under this Section 3.9 non-U.S. anti-money laundering Laws. There are no pending or, to the Knowledge of the Company, threatened claims against the Company or any Company Subsidiary with respect to ERISAsuch anti-money laundering Laws. During the past five (5) years, Taxes or environmental mattersthe Company and the Company Subsidiaries have had in place adequate policies, which are covered exclusively by Sections 3.11procedures, 3.17 controls and 3.18, respectivelysystems reasonably designed to ensure compliance with applicable anti-money laundering Laws.

Compliance with Law; Permits. (a) The TS Business, Except as indicated on Sections 4.6(a)(i) and 4.6(c) of the Companies Seller’s Disclosure Schedule and their except for violations that have been fully cleared or resolved with the relevant Governmental Entity: (i) each of the Company and its Subsidiaries are, and (A) has since January 1, 20132008 conducted, have beenand are presently conducting, operated their respective businesses in compliance with all applicable Laws in all material respects, and (B) has prior to January 1, 2008 conducted their respective businesses in compliance with all applicable to them, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any Laws other than such non-compliance by the TS Business with respect which would not reasonably be expected to any Law applicable to the TS Business result in a Material Adverse Effect, and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge (ii) each of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. Contractors has (bA) As of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been2008 conducted, and are presently conducting, the Mining Operations in compliance with all applicable Laws in all material respects, and (B) has prior to January 1, 2008 conducted the Mining Operations in compliance with all applicable Laws other than such Permits, except, in each case, for such exceptions as non-compliance which would not reasonably be material expected to the TS Business taken result in a Material Adverse Effect. Except as a whole. As indicated on Section 4.6(a)(ii) of the date hereofSeller’s Disclosure Schedule, to the Knowledge of the Seller, no event has occurred that, and no circumstances exist that (with or without notice or the lapse passage of time or boththe giving of notice) would be reasonably expected to result in a violation of, would conflict with or failure on the part of the Company or any of its Subsidiaries to conduct its business, or on the part of the Contractors to conduct the Mining Operations, in compliance with, any applicable Law in all material respects. Except as indicated on Sections 4.6(a) and 4.6(c) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has received notice regarding any material violation of, conflict with, or failure to conduct its business or the Mining Operations in compliance with, any applicable Law, excluding any notice of any such violation, conflict or failure on the part of the Contractors that has been fully resolved with the relevant Governmental Entity. The Mining Operations have not been designated as being subject to a pattern of violations by the Mine Safety and Health Administration, and neither the Company nor its Subsidiaries, nor to the Knowledge of the Seller, the Contractors, have received any written or oral communications from the Mine Safety and Health Administration indicating such a designation. (b) Each of the Company and its Subsidiaries has obtained, owns, holds or lawfully uses directly or through the Contractors, all Permits which are material for the conduct of its business or the Mining Operations, and each Permit is held free and clear of all Liens. Each such Permit is valid and in full force and effect and is listed on Section 4.6(b)(i) of the Seller’s Disclosure Schedule (with all Mining Permits being so designated). Section 4.6(b)(ii) of the Seller’s Disclosure Schedule sets forth each Order entered, issued or rendered by any Governmental Entity to which the Company or one of its Subsidiaries or its or their business, properties or assets is subject that could reasonably be expected to materially restrict the Mining Operations or result in Liability to the Company or its Subsidiaries that has not been fully resolved. Except as noted on Section 4.6(b)(iii) of the Seller’s Disclosure Schedule and except for violations that have been fully resolved with the relevant Governmental Entity, each of the Company and its Subsidiaries and the Contractors is and has been in compliance in all material respects with the Permits, and, to the Knowledge of the Seller, no event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) would be reasonably expected to result in a material violation of, conflict with, failure on the part of the Company or one its Subsidiaries or the Contractors to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or limitation modification of any of such PermitsPermit. (c) No representation Section 4.6(c) of the Seller’s Disclosure Schedule sets forth a complete list of each violation of, conflict with or warranty failure to comply with the Mining Regulations in connection with the Mining Operations that is open or has not been fully resolved with the relevant Governmental Entity. (d) Section 4.6(d) of the Seller’s Disclosure Schedule sets forth, as of the date of this Agreement, a complete list of all current plans, including mine plans, roof control plans, ventilation plans, corrective action programs, and any amendments, modifications, updates or material correspondence related thereto, for each of the Mining Operations that have been submitted to applicable Governmental Entities pursuant to the Mining Regulations, each of which has been made under available to the Purchaser. (e) None of the representations and warranties contained in this Section 3.9 with respect 4.6 shall be deemed to ERISArelate to tax matters (which are governed by Section 4.5), Taxes labor and employment matters (which are governed by Section 4.14) or environmental matters, matters (which are covered exclusively governed by Sections 3.11Section 4.15). Notwithstanding the foregoing, 3.17 the representations and 3.18, respectivelywarranties contained in this Section 4.6 shall be deemed to relate to the Mining Regulations.

Compliance with Law; Permits. (a) The TS Business, the Companies and their Subsidiaries are, and since Since January 1, 20132017, have been, operated the Business has been conducted in compliance with with, and the Sellers have complied with, in all material respects, all applicable Laws applicable to them, except as would not be material relating to the TS Business taken as a whole. As operation of the date hereofBusiness and the Transferred Assets. Since January 1, neither the 2017, no Seller nor any of its Subsidiaries (i) has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending written communication (or, to the Knowledge of Sellers, any other communication) from any Governmental Authority or private party alleging noncompliance in any material respect with any applicable Law or (ii) has incurred any material Liability for failure to comply with any applicable Law. To the SellerKnowledge of Sellers, threatenedthere is no investigation, proceeding or disciplinary action currently pending or threatened against any Seller by a Governmental Authority, except, in each case, for any such exceptions as investigation, proceeding or disciplinary action that, if adversely determined, would not reasonably be expected to be material to the TS Business (taken as a whole). Since January 1, 2017, each Seller has filed all material reports, notifications and other filings required to be filed with any Governmental Authority pursuant to applicable Law, and has paid all material fees and assessments due and payable in connection therewith. (b) As of the date hereof, the TS Business, the Companies and their Subsidiaries The Sellers are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”“) necessary for them to own, lease and operate the Transferred Assets and to carry on the Business as currently conducted, except for Permits that the failure to be in possession of would not reasonably be expected to be material to the Business (taken as a whole), . All material Permits held by the Sellers are valid and such Permits are in full force and effecteffect and no Seller is in default under, exceptor in violation of, in each caseany such Permit, as except for such defaults or violations which would not reasonably be material expected, individually or in the aggregate, to materially restrict or interfere with Buyer’ ability to operate the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereofcurrently operated and, to the Knowledge of the SellerSellers, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation cancellation of any of such PermitsPermit is pending (other than pursuant to its terms or threatened). (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth in Section 3.4(a) of the Seller Disclosure Schedule, (i) none of Seller or any Seller Subsidiary is, or since the Companies and their Subsidiaries aredate that is two (2) years prior to the Execution Date, and since January 1, 2013, have has been, operated in compliance with all violation of any Communications Laws or other Laws applicable to them, except as would not be material to the TS Business taken as a whole. As conduct of the date hereof, Business and (ii) neither the Seller nor any of its Subsidiaries Seller Subsidiary, since the date that is two (2) years prior to the Execution Date, has received any written or oral notice alleging any non-compliance such violation by the TS Business any such Person with respect to any Law applicable the conduct of the Business, in each case except for such violations which would not reasonably be expected to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending orbe material, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholeBusiness. (b) As Section 3.4(b) of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession Seller Disclosure Schedule sets forth a list of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or material Franchises and other authorizations of any Governmental Authority material Permits necessary for the operation of the TS Business as currently of the date of this Agreement and the Closing Date. Seller and the Seller Subsidiaries hold all Permits necessary for the conduct of the Business as conducted on the Execution Date (the “Business Permits”), except for failures to hold such Business Permits that would not reasonably be expected to be material to the Business. Seller and such the Seller Subsidiaries are in compliance in all material respects with the terms of the Business Permits, and all Business Permits necessary for Seller to operate the Business are in full force and effecteffect and no suspension or cancellation of any of such Permits is pending or threatened in writing, except, in each case, as would not reasonably be expected to be material to the TS Business. As of the Execution Date, Seller has made available to Purchaser complete and correct copies of all material Business taken as a whole. The TS Business, the Companies Permits and any written notices or communications from Governmental Authorities or their Subsidiaries are, and representatives received by Seller since January 1, 2013 have been2019, in compliance alleging non-compliance, breach or default with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation requirements of any of such Permitsmaterial Business Permit. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth on Schedule 3.10(a), the Companies and their Subsidiaries areSeller is, and since January 1, 20132021, have been, operated in compliance with all Laws applicable to them, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. (b) As of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all Applicable Requirements applicable to Seller, the Business, or the ownership and use of the Purchased Assets except for any such Permits, except, in each case, for such exceptions as failure that would not reasonably be expected to be material to the TS Business taken Business. Seller holds all material Permits that are necessary and sufficient to conduct its Business, as a whole. As presently conducted by it, or for the ownership and use of the date hereofPurchased Assets, free and clear of all Liens (other than Permitted Liens), in each case in accordance with Applicable Law. (b) Schedule 3.10(b)(i) sets forth all Permits issued or granted by Governmental Authorities to Seller in respect of the Business. With respect to all Permits listed in Schedule 3.10(b)(i), except as set forth in Schedule 3.10(b)(ii), since January 1, 2021, (i) Seller has been in compliance in all material respects with all of the terms and requirements of each such Permit; (ii) Seller has not received any written notice, or to the Seller’s Knowledge, any verbal notice, of any cancellation or suspension of any such Permits; (iii) Seller is not and has not been since January 1, 2021, in default or violation of any of the Permits in any material respect; and (iv) there are no proceedings pending, or, to Seller’s Knowledge, threatened that seek the Knowledge revocation, cancellation, suspension or adverse modification thereof. Seller is not a party to or subject to any Governmental Order with respect to the Business. (c) Since January 1, 2021, with respect to the Serviced Mortgage Loans, except as set forth in Schedule 3.10(c)(i), Seller has not incurred any Liability for failure to comply in any material respect with any Applicable Requirements. Except as set forth in Schedule 3.10(c)(ii), since January 1, 2021, Seller has not received (i) any notice of any cancellation or suspension of, or limitation on, its status as an approved issuer, seller/servicer or lender, as applicable, by any Governmental Authority, or (ii) any written notice, or to Seller’s Knowledge, other verbal notice, indicating that any event has occurred or any circumstance exists that would reasonably be expected to result in Seller not maintaining its Servicing Rights in respect of any Servicing Agreement with an Agency or other Investor. Except as otherwise set forth on Schedule 3.10(c), there is no investigation, proceeding or disciplinary action currently pending or, to Seller’s Knowledge, threatened against Seller by a Governmental Authority. (d) Since January 1, 2020, neither Seller nor any officer, director, or, to Seller’s Knowledge, any employee of Seller or any of its agents or representatives, (i) has used or is using any funds of Seller for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (iii) is or has otherwise been in violation of any applicable anti-bribery, anti-corruption or similar laws, including the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S. Code Section 78dd-1, et seq.) and the UK Bribery Act of 2010, (iv) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, (v) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (vi) is or has been a Person listed on any sanctions- or export-related restricted party list maintained by OFAC or any other Governmental Authority. Seller has not conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority or similar agency or other customer with respect to any alleged act or omission arising under or relating to any noncompliance with any anti-bribery, anti-corruption or similar laws (including, for the avoidance of doubt, export control and customs laws or laws relating to economic sanctions administered by the U.S. government and similar anti-corruption laws). (e) Neither Seller nor its officers, directors, employees, or agents are a Specially Designated National by the U.S. Treasury Office of Foreign Assets Control (“OFAC”). Seller and its officers and its directors, employees and agents are in compliance with, and have not, since January 1, 2020, violated any export restrictions or other economic sanctions laws, anti-boycott regulations, embargo regulations or other applicable domestic or foreign Applicable Laws, including OFAC sanctions. There is no pending or threatened claim against Seller with respect to OFAC sanctions. Seller has in place controls and systems reasonably designed to ensure compliance with its obligations pertaining to OFAC sanctions in each of the jurisdictions in which Seller does business. (f) Such other party or parties that are identified in writing by Seller to Purchaser pursuant to the Subservicing Agreement and/or as identified under the related Servicing Agreement is/are the sole owner(s) and holder(s) of the related Serviced Mortgage Loans and/or of the mortgage servicing rights related thereto. Seller has the full right and authority to engage Purchaser to subservice any SSA Mortgage Loans pursuant to the Subservicing Agreement as of the Closing Date. Seller is not in default with respect to Seller’s obligations under any Applicable Requirements in any material respect. Seller has complied, in all material respects, with its obligations, covenants, and all other duties under each Servicing Agreement, and Seller is not in default under any Servicing Agreement in any material respect and, to Seller’s Knowledge, no event has occurred or condition exists that, with or without after the giving of notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation constitute an event of default under any of such PermitsServicing Agreement. (cg) No representation or warranty is made under this Section 3.9 with With respect to ERISAeach Serviced Mortgage Loan, Taxes the related Serviced Mortgage Loan Servicing File provided to Purchaser by or environmental matterson behalf of Seller as of the Closing Date contains all documents, instruments and information necessary to service such Serviced Mortgage Loan in accordance with the Applicable Requirements in all material respects. Each Asset Schedule, Serviced Mortgage Loan Servicing File and servicing transfer tape provided to the Purchaser as of the Closing Date is true, complete and correct in all material respects. (h) Except as set forth on Schedule 3.10(h), Seller has provided to Purchaser true, correct and complete copies of all correspondence relating to any investigation or examination provided to or by Seller by the SEC or any other Governmental Authority during the past three (3) years in respect of the Business (other than routine examinations or audits which are covered exclusively by Sections 3.11did not result in any fines, 3.17 and 3.18, respectivelyLiabilities or remediation).

Compliance with Law; Permits. (a) The TS BusinessExcept as set forth in Section 3.7(a) of the Company Disclosure Schedule, (i) the Companies Company and their each of its Subsidiaries are, and since January 1December 31, 2013, 2002 have been, operated in material compliance with all Laws applicable to themfederal, except as would not be material to state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, writs, injunctions, arbitration awards, decrees or agency requirements of any Governmental Entity (collectively, “Laws” and each, a “Law”) and (ii) since December 31, 2002, no written notice, charge, claim, action or assertion has been received by the TS Business taken as a whole. As of the date hereof, neither the Seller nor Company or any of its Subsidiaries or has received notice been filed, commenced or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging any non-compliance by material violation of any applicable Law. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of the TS Business with matters referenced in Sections 3.4 or 3.5, or in respect of environmental, Tax or employee benefits matters. (b) The Company and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, clearances, exceptions, consents, certificates, approvals, registrations and orders of any Governmental Entity necessary for the Company and its Subsidiaries to any Law applicable own, lease and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted (the TS Business “Company Permits”). All Company Permits are in full force and effect and no investigation by suspension or cancellation of any Governmental Authority regarding a potential violation of such Law the Company Permits is pending or, to the Knowledge knowledge of the SellerCompany, threatened, except, . The Company and its Subsidiaries are not in each case, for such exceptions as would not be material to the TS Business taken as a whole. (b) As default or material violation of the date hereof, terms of the TS Business, Company Permits. Section 3.7(b) of the Companies and their Subsidiaries are in possession Company Disclosure Schedule sets forth a complete list of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such Company Permits. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessCompany and each of the Company’s Subsidiaries is and, the Companies since February 27, 2010, has been in compliance with and their Subsidiaries areis not, and since January 1February 27, 20132010, have has not been, operated in compliance with all Laws default under or in violation of any applicable to themfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws,” and each, a “Law”), except as where such non-compliance, default or violation would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect. Anything contained in this Section 3.08(a) to the TS Business taken as a whole. As contrary notwithstanding, no representation or warranty shall be deemed to be made in this Section 3.08(a) in respect of the date hereofmatters referenced in Section 3.04(c) and Section 3.06, neither the Seller nor any or in respect of its Subsidiaries has received notice alleging any non-compliance environmental, Tax, intellectual property, insurance, employee benefits or labor Law matters, each of which matters is addressed by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation other sections of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholethis Agreement. (b) As The Company and each of the date hereof, the TS Business, the Companies and their its Subsidiaries are in possession of all permitsfranchises, grants, authorizations, licenses, franchisespermits, approvalseasements, variances, exceptions, consents, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and orders of any Governmental Authority Entity necessary for the operation of Company and the TS Business Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as currently they are now being conducted (the “Company Permits”), and such except where the failure to have any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except, except where the failure to be in each case, as full force and effect would not be material to the TS Business taken as a whole. The TS Businesshave, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with individually or without notice or the lapse of time or both, would reasonably be expected to result in the revocationaggregate, suspension or limitation of any of such Permitsa Company Material Adverse Effect. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS Except as set forth on Schedule 3.7(a), each of the Sellers (with respect to the DTI Business), the DTI Companies and, to the Knowledge of DuPont, the Joint Ventures is now and their Subsidiaries are, and since January 1, 2013, have been, operated for the past three (3) years (i) has been in compliance with all Laws applicable to themthe DTI Business, except as would not be material to the TS Business taken as a whole. As of the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending DTI Assets or, to the Knowledge of DuPont, the SellerAssets of the Joint Ventures and (ii) has not received any written notice from any Governmental Authority alleging any violation of, threatenedor failure to comply with, exceptany such Law, except in each casethe case of clauses (i) and (ii) above, for such exceptions as instances of non-compliance or violations of Law which would not be material to the TS Business taken as a whole. (b) As of the date hereof, the TS Business, the Companies and their Subsidiaries are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for the operation of the TS Business as currently conducted (the “Permits”), and such Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would reasonably be expected to result in the revocation, suspension or limitation of any of such Permitsa Material Impairment. (cb) No representation or warranty is made under this Section 3.9 Except as set forth on Schedule 3.7(b), none of the Sellers (with respect to ERISAthe DTI Business), Taxes the DTI Companies or, to the Knowledge of DuPont, the Joint Ventures has in the past three (3) years conducted any internal investigation commenced at the direction or environmental mattersunder the supervision of the board of directors of DuPont (or any committee thereof) or the office of the General Counsel of DuPont concerning any actual or alleged violation of any Law on the part of DuPont, any of its Affiliates or, to the Knowledge of DuPont, the Joint Ventures or any of their respective officers, directors, employees, agents or representatives in connection with the conduct of the DTI Business, except for such violations of Law which are covered exclusively by Sections 3.11would not reasonably be expected to have a Material Impairment; PROVIDED, 3.17 and 3.18HOWEVER, respectivelythat for the purposes of this Section 3.7(b), the proviso contained at the end of the definition of Material Impairment shall not be given effect.

Compliance with Law; Permits. (a) The TS Business, Company and each of the Companies and their Company’s Subsidiaries are, and since January 1February 3, 2013, 2013 have been, operated in compliance with all Laws and are not in default under or in violation of any applicable to themfederal, state, provincial, local or foreign law, statute, ordinance, common law, rule, regulation, judgment, order, injunction, decree or ​ agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except as where such non-compliance, default or violation would not be material have, individually or in the aggregate, a Company Material Adverse Effect. Anything contained in this Section 3.7(a) to the TS Business taken as a whole. As contrary notwithstanding, no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of the date hereofenvironmental, neither the Seller nor any tax, employee benefits or labor Law matters, each of its Subsidiaries has received notice alleging any non-compliance which matters is addressed by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation other sections of such Law is pending or, to the Knowledge of the Seller, threatened, except, in each case, for such exceptions as would not be material to the TS Business taken as a wholethis Agreement. (b) As The Company and each of the date hereof, the TS Business, the Companies and their its Subsidiaries are is in possession of all permitsfranchises, grants, authorizations, licenses, franchisespermits, approvalseasements, variances, exceptions, consents, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and orders of any Governmental Authority Entity or pursuant to any Law necessary for the operation of Company and the TS Business Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as currently they are now being conducted (the “Company Permits”), and such except where the failure to have any of the Company Permits would not have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, except, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, default (with or without notice or the notice, lapse of time or both) has occurred under any such Company Permit and none of the Company or its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, would reasonably be expected to result in the revocationrevoke, suspension withdraw or limitation of modify any of such PermitsCompany Permit. (c) No representation or warranty is made under this Section 3.9 with respect to ERISA, Taxes or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively.

Compliance with Law; Permits. (a) The TS BusinessExcept as otherwise specifically directed by the Bankruptcy Court or as set forth in Section 5.6(a) of the Seller Disclosure Schedule and except in the case of clauses (i) and (ii) of this Section 5.6(a) where such conduct, failure to obtain, non-compliance or violations would not, individually or in the Companies aggregate, be material: (i) the Sellers own and their Subsidiaries areoperate the Purchased Assets and have conducted the Business in accordance with all Laws, Orders and Permits applicable to the Sellers and the Purchased Assets; (ii) the Business is, and since January 1, 2013, have at all times has been, operated in compliance with all Laws applicable to themLaws, except as would not be material to Orders and Permits (including any anti-bribery Laws) and has obtained all approvals necessary for owning and operating the TS Business taken as a whole. As of Wxxxx and has made all necessary filings with all Governmental Bodies having jurisdiction necessary for owning and operating the date hereof, neither the Seller nor any of its Subsidiaries has received notice alleging any non-compliance by the TS Business with respect to any Law applicable to the TS Business and no investigation by any Governmental Authority regarding a potential violation of such Law is pending or, Wxxxx; (iii) to the Knowledge of the SellerSellers, threatenedall Wxxxx that have been drilled, exceptcompleted and operated, have had all production therefrom accounted for and paid to the Persons entitled thereto, and the Wxxxx have been operated, in each casematerial compliance with all applicable Federal, Indian, State and local Laws and applicable rules and regulations of the Federal, Indian, State and local Governmental Bodies having jurisdiction thereof, except for such exceptions the royalties that are currently held in suspense in accordance with applicable Laws and the Mineral Leases as would of the Execution Date that are set forth in Section 5.17(d) of the Seller Disclosure Schedule; (iv) neither the Sellers nor any of the Sellers’ Representatives has received: (A) any written notice or other communication from a Governmental Body that alleges that the Business is not be material in compliance with any Law, Order or Permit applicable to the TS Business taken as a wholeor the operations of the Business or the Purchased Assets in any material respect; or (B) any written notice or other communication regarding material deficiencies in the compliance practices, procedures, methodologies or methods of the Business or its employees or internal compliance controls, including any complaint, allegation, assertion or claim that the Business or its employees has engaged in illegal practices. (b) As Except as set forth in Section 5.6(b) of the date hereofSeller Disclosure Schedule and except in the case of clauses (i) and (iii) of this Section 5.6(b) where such failure to make filings or notices, defaults or the TS Businessfailure to hold Permits, would not, individually or in the Companies aggregate, be material: (i) all filings and their Subsidiaries notices relating to the Mineral Leases, or the ownership or operation thereof, required to be made by the Sellers with all Governmental Bodies have been made by or on behalf of the Sellers; (ii) the Sellers have not received any written notice of a claim that the Sellers are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations default in any respect under the terms of any Governmental Authority Mineral Lease or under any other agreement, contract or commitment to which any part of such Mineral Lease is subject and the Sellers are not in default in any respect under the terms of any Mineral Lease or under any other agreement, contract or commitment to which any part such Mineral Lease is subject; (iii) the Sellers hold, and to the extent applicable, have timely filed applications to renew, all of the Permits necessary for (A) the operation of the TS Business as currently conducted and currently proposed to be conducted and the ownership and (B) operation of the “Permits”), and Purchased Assets; (iv) all such Permits are valid and in full force and effect, exceptand there are no Legal Proceedings pending or threatened, in each case, as would not be material to the TS Business taken as a whole. The TS Business, the Companies and their Subsidiaries are, and since January 1, 2013 have been, in compliance with all such Permits, except, in each case, for such exceptions as would not be material to the TS Business taken as a whole. As of the date hereof, to the Knowledge of the Seller, no event has occurred that, with or without notice or the lapse of time or both, would that are reasonably be expected to result in the revocation, cancellation, suspension or limitation modification of any of such Permits. , and such Permits are transferable to the Purchaser without material expense and without causing such Permits to be revoked, cancelled, suspended or modified; and (cv) No representation there are no Legal Proceedings pending or warranty is made under this Section 3.9 threatened, with respect to ERISA, Taxes any alleged failure to have all Permits required in connection with (A) the operation of the Business as currently conducted and currently proposed to be conducted or environmental matters, which are covered exclusively by Sections 3.11, 3.17 and 3.18, respectively(B) in connection with the ownership or operation of the Purchased Assets.