Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. At its expense, Borrower shall (and Borrower shall cause each Project Company to), except to the extent failure to do so could not be reasonably expected to have a Material Adverse Effect, (a) comply, or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contest.

Compliance with Laws; Permits. At Since January 1, 2001, the businesses of each of the Company and its expenseSubsidiaries have not been, Borrower shall and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, writ, arbitration award, agency requirement, license, permit, franchise, variance, exemption or other governmental authorization, consent or approval of any Governmental Entity (and Borrower shall cause each Project Company tocollectively, “Laws”), except to for violations or possible violations that, individually or in the extent failure to do so could aggregate, are not be reasonably expected likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Company Material Adverse Effect, (a) comply, or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contest.

Compliance with Laws; Permits. At its expense(i) The business and operations of the Company and the Company Insurance Subsidiaries have been conducted in compliance with all applicable statutes and regulations regulating the business of insurance and all applicable orders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, Borrower shall (and Borrower shall cause each Project Company to"Insurance Laws"), except where the failure to so conduct such business and operations would not, individually or in the extent aggregate, be reasonably likely to have a Company Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so could not would not, individually or in the aggregate, be reasonably expected likely to have a Company Material Adverse Effect, each Company Insurance Subsidiary and, to the knowledge of the executive officers of the Company its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (a) complyall applicable prohibitions against "redlining" or withdrawal of business lines, or cause compliance, with (b) all Legal Requirements applicable requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use disclosure of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; nature of insurance products as policies of insurance and (c) in the case of a change of name or corporate organization involving Borrower or any Project Companyall applicable requirements relating to insurance product projections and illustrations. In addition, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take there is no pending or, to the knowledge of the executive officers of the Company, threatened charge by any remedialinsurance regulatory authority that any of the Company Insurance Subsidiaries has violated, responsive or corrective action required under nor any Environmental Law pending or, to the knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any presence applicable Insurance Laws where such violations would, individually or Release of Hazardous Substances in the aggregate, be reasonably likely to the extent that such presence or Release could reasonably be expected to give rise to have a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or Company Material Adverse Effect; (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the AgentsCompany Insurance Subsidiaries is subject to any order or decree of any insurance regulatory authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally) which would, Lendersindividually or in the aggregate, Issuing Bank, any Project Company or Borrower be reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewithhave a Company Material Adverse Effect; and (iiiii) the Company Insurance Subsidiaries have filed all proceedings reports required to enforce be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such Legal Requirements reports would individually or Permits against in the Agentsaggregate, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall be reasonably likely to have been duly and effectively stayed during the entire pendency of such contesta Company Material Adverse Effect.

Compliance with Laws; Permits. At its expense, Borrower shall (i) The business and Borrower shall cause each Project Company to)operations of Parent and the Parent Insurance Subsidiaries have been conducted in compliance with all applicable Insurance Laws, except where the failure to so conduct such business and operations would not, individually or in the extent aggregate, be reasonably likely to have a Parent Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so could not would not, individually or in the aggregate, be reasonably expected likely to have a Parent Material Adverse Effect, each Parent Insurance Subsidiary and, to the knowledge of the executive officers of Parent, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Parent Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (a) complyall applicable prohibitions against "redlining" or withdrawal of business lines, or cause compliance, with (b) all Legal Requirements applicable requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use disclosure of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; nature of insurance products as policies of insurance and (c) in the case of a change of name or corporate organization involving Borrower or any Project Companyall applicable requirements relating to insurance product projections and illustrations. In addition, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take there is no pending or, to the knowledge of the executive officers of Parent, threatened charge by any remedialinsurance regulatory authority that any of the Parent Insurance Subsidiaries has violated, responsive or corrective action required under nor any Environmental Law pending or, to the knowledge of the executive officers of Parent, threatened investigation by any insurance regulatory authority with respect to possible violations of, any presence applicable Insurance Laws where such violations would, individually or Release of Hazardous Substances in the aggregate, be reasonably likely to the extent that such presence or Release could reasonably be expected to give rise to have a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or Parent Material Adverse Effect; (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the AgentsParent Insurance Subsidiaries is subject to any order or decree of any insurance regulatory authority relating specifically to such Parent Insurance Subsidiary (as opposed to insurance companies generally) which would, Lendersindividually or in the aggregate, Issuing Bank, any Project Company or Borrower be reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewithhave a Parent Material Adverse Effect; and (iiiii) the Parent Insurance Subsidiaries have filed all proceedings reports required to enforce be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such Legal Requirements reports would, individually or Permits against in the Agentsaggregate, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall be reasonably likely to have been duly and effectively stayed during the entire pendency of such contesta Parent Material Adverse Effect.

Compliance with Laws; Permits. At its expenseEach of Standard and the Standard Subsidiaries has complied with all applicable laws and regulations of foreign, Borrower shall federal, state and local governments and all agencies thereof which affect the business or any of the Standard Subsidiaries or to which Standard or any of the Standard Subsidiaries may be subject (including, without limitation, the Occupational Safety and Borrower shall cause Health Act of 1970, the HOLA, the FDIA, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act and the Equal Credit Opportunity Act, each Project Company toas amended, and any other state or federal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), except to the extent where failure to do so could not be reasonably expected to comply would not, individually or in the aggregate, have a Material Adverse EffectEffect on Standard or materially adversely affect Standard's ability to consummate the transactions contemplated hereby. Each of Standard and the Standard Subsidiaries holds all of the permits, (a) complylicenses, certificates and other authorizations of foreign, federal, state and local governmental agencies required for the conduct of its business as currently conducted, except where failure to obtain such permits, licenses, certificates or authorizations would not, individually or in the aggregate, have an Material Adverse Effect on Standard or materially adversely affect the ability of Standard to consummate the transactions contemplated hereby. Except as disclosed in Schedule 3.19, neither Standard nor any of the Standard Subsidiaries is subject to any cease and desist order, written agreement or memorandum of understanding with, or cause compliance, with all Legal Requirements relating is a party to the Projects, each Project Company any commitment letter or to Borrower, including all Environmental Laws; (b) procure, maintain and complysimilar undertaking to, or cause is subject to be procuredany order or directive by, maintained and complied withor is a recipient of any supervisory agreement letter from, all Permits required under Legal Requirements (including all Environmental Laws) for or has adopted any use board resolutions at the request of any Bank Regulator, which would have a Material Adverse Effect on Standard, nor has Standard or any of the Projects, the Project Site, the Improvements Standard Subsidiaries been advised by any Bank Regulator that it is contemplating issuing or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower requesting (or is considering the appropriateness of issuing or requesting) any Project Companysuch order, as applicable) directive, written agreement, memorandum of understanding, supervisory letter, commitment letter, board resolutions or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestsimilar undertaking.

Compliance with Laws; Permits. At Each of the Seller and its expense, Borrower shall (Subsidiaries has been and Borrower shall cause each Project Company to), except to the extent failure to do so could not be reasonably expected to have a Material Adverse Effect, (a) comply, or cause compliance, is currently in compliance in all material respects with all Legal Requirements relating to the Projectslaws, each Project Company or to Borrowerinjunctions, including all Environmental Laws; (b) procurejudgments, maintain decrees, rulings, statutes, ordinances, codes, rules, regulations, decrees and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use orders of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actionsGovernmental Authorities, including the filing Occupational Safety and Health Act of appropriate notices with 1970 (29 U.S.C. § 651 et seq.) (collectively, “Laws”) applicable to the Purchased Assets or the Key Products Employees, including Laws relating to occupational safety and health, manufacturing practice, labeling, handling and use of compounds and products and employee exposure monitoring and control. None of the Seller or any of its Subsidiaries has received any written notice or other written communication alleging or relating to a possible violation by the Seller or any of its Subsidiaries of any Laws applicable to the Purchased Assets. The Seller and each of its Subsidiaries hold all licenses, registrations, variances, exemptions, operating certificates, franchises, orders, permits, certificates, approvals, authorizations, concessions, certificates of occupancy and similar rights from Governmental Authorities (collectively, “Permits”) necessary for the lawful operation of the Purchased Assets as currently conducted (collectively, the “Purchased Assets Permits”), and there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any of the Purchased Assets Permits except that have issued Applicable Permits, to maintain in full force not had and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could would not reasonably be expected to give rise have, individually or in the aggregate, a Seller Material Adverse Effect. There is not pending or, to a material liability the Knowledge of the Seller, threatened before any Governmental Authority any proceeding, notice of violation, order of forfeiture or a material remedial, corrective complaint or investigatory obligation of Borrower (investigation against the Seller or any Project Company, as applicable) or (ii) promptly respond toof its Subsidiaries relating to any of the Purchased Assets Permits. The Seller and its Subsidiaries are in compliance in all material respects with the terms of all of the Purchased Assets Permits, and addressno event has occurred that, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith to the validity or application of Legal Requirements or Permits, provided that (i) none Knowledge of the AgentsSeller, Lenderswould reasonably be expected to result in the revocation, Issuing Bankcancellation, non-renewal or adverse modification of any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against of the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestPurchased Assets Permits.

Compliance with Laws; Permits. At Assuming the accuracy of the representations made by Interiors pursuant to Section 3 hereof, the offer and sale of the Subject Shares to Interiors will be in compliance with all applicable federal and state securities laws. CSL has not violated or failed to comply with any statute, law, ordinance, rule, regulation or policy of any Governmental Authority (collectively, "Laws") to which it or any of its expense, Borrower shall (and Borrower shall cause each Project Company to)properties or assets is subject, except to where non-compliance with any such Laws would not, individually or in the extent aggregate, have a Material Adverse Effect. CSL has all permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are required for the conduct of its business as presently conducted; all such Permits are, and as of the Closing will be, in full force and effect; no violations or notices of failure to do so could comply have been issued or recorded in respect of any such Permits; and CSL has no knowledge of any reason why such Permits may be revoked or suspended, except in each case, where not be reasonably expected to compliance with this sentence would not, individually or in the aggregate, have a Material Adverse Effect. Except where non-compliance with the following would not, individually or in the aggregate, have a Material Adverse Effect, (a) complyall applications, or cause compliancereports, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain notices and comply, or cause other documents required to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated filed by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices CSL with all Governmental Authorities that have issued Applicable Permits, been timely filed and are complete and correct in all material respects as filed or as amended prior to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirementsthe date hereof. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with With respect to any presence required Permits, applications for which are either pending or Release of Hazardous Substances contemplated to be made pursuant to the extent that business strategy of CSL, CSL knows of no reason why such presence Permits should not be approved and granted by the appropriate Governmental Authority. Neither CSL nor, to the best knowledge of CSL, any of its officers, employees or Release could reasonably be expected to give rise to a material liability agents has made any illegal or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond improper payments to, and addressor provided any illegal or improper inducement for, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal governmental official or other liability for failure Person in an attempt to comply therewith; and (ii) all proceedings influence any such Person to enforce such Legal Requirements take or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestto refrain from taking any action relating to CSL.

Compliance with Laws; Permits. At its expenseEach of Purchaser and the Purchaser Subsidiaries has complied with all applicable laws and regulations of foreign, Borrower shall federal, state and local governments and all agencies thereof which affect the business or any owned or leased properties or employee benefit plans of Purchaser or any of the Purchaser Subsidiaries and to which Purchaser or any of the Purchaser Subsidiaries may be subject (including, without limitation, the Occupational Safety and Borrower shall cause Health Act of 1970, the Employee Retirement Income Security Act of 1974 ("ERISA"), the HOLA (if applicable), the BHCA (if applicable), the National Bank Act (if applicable), the Federal Deposit Insurance Act (the "FDIA"), the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act and the Equal Credit Opportunity Act, each Project Company toas amended, and any other state or federal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), except to the extent where failure to do so could not be reasonably expected to comply would not, individually or in the aggregate, have a Material Adverse EffectEffect on Purchaser or adversely affect Purchaser's ability to consummate the transactions contemplated hereby; and, (a) comply, or cause compliance, with all Legal Requirements relating to the ProjectsKnowledge (as defined herein) of Purchaser, each Project Company no claims have been filed by any such governments or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, agencies against Purchaser or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the ProjectsPurchaser Subsidiaries alleging such a violation of any such law or regulation which have not been resolved to the satisfaction of such governments or agencies which would, individually or in the aggregate, have a Material Adverse Effect on Purchaser or adversely affect Purchaser's ability to consummate the transactions contemplated hereby. As used in this Agreement, the Project Site, terms "Knowledge" of an entity or "Known" by an entity means the Improvements knowledge actually possessed by any director or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case executive officer of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, entity after due inquiry as may be necessary by applicable Legal Requirementsreasonably appropriate in the circumstances. Borrower shall (Each of Purchaser and Borrower shall cause each Project Company to) (i) promptly take the Purchaser Subsidiaries holds all of the permits, license, certificates and other authorizations of foreign, federal, state and local governmental agencies required for the conduct of its business as currently conducted, except where failure to obtain such authorizations would not, individually or in the aggregate, have a Material Adverse Effect on Purchaser or adversely affect the ability of Purchaser to consummate the transactions contemplated hereby. Neither Purchaser nor any remedial, responsive or corrective action required under any Environmental Law with respect of the Purchaser Subsidiaries is subject to any presence cease and desist order, written agreement or Release memorandum of Hazardous Substances understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory agreement letter from, or has adopted any board resolutions at the extent request of, federal or state governmental authorities charged with the supervision or regulation of Purchaser or any Purchaser Subsidiary (individually, a "Bank Regulator" and collectively, the "Bank Regulators"), which would have a Material Adverse Effect on Purchaser nor have any of Purchaser or any of the Purchaser Subsidiaries been advised by any Bank Regulator that such presence it is contemplating issuing or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower requesting (or is considering the appropriateness of issuing or requesting) any Project Companysuch order, as applicable) directive, written agreement, memorandum of understanding, supervisory letter, commitment letter, board resolutions or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestsimilar undertaking.

Compliance with Laws; Permits. At Target and its expenseSubsidiaries are in compliance with all laws, Borrower shall statutes, ordinances, codes, rules, regulations, decrees, notices, and orders of Governmental Authorities (and Borrower shall cause each Project Company to)all Permits) (collectively, “Laws”) applicable to Target or any of its Subsidiaries and Target Owned Real Estate and Target Leased Real Estate, except to for such instances of non-compliance as would not reasonably be expected, individually or in the extent failure to do so could not be reasonably expected aggregate, to have a Target Material Adverse Effect. No new construction has been commenced at, (a) complyand no development entitlements been sought for any new construction at, any Target Owned Real Estate or Target Leased Real Estate, which would, upon completion, cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause there to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for a breach in any use material respect of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) representation set forth in the case foregoing sentence. Target and each of a change its Subsidiaries hold all licenses, franchises, development entitlements, grants, permits, certificates (including, without limitation, certificates of name or corporate organization involving Borrower or any Project Companyoccupancy), as applicablezoning permits, take such actionsprivileges, immunities, orders, registrations, easements, rights and other approvals, orders and authorizations from Governmental Authorities (collectively, “Permits”) necessary for the lawful conduct of their respective businesses, including the filing current use, occupancy and operation by Target and its Subsidiaries of appropriate notices with all Governmental Authorities that have issued Applicable Permitsthe Target Owned Real Estate and Target Leased Real Estate, except where such failures to hold the same would not reasonably be expected, individually or in the aggregate, to maintain have a Target Material Adverse Effect. All Permits held by Target and its Subsidiaries are valid and in full force and effect each Applicable effect, no legal or administrative proceeding, claim, suit, action or investigation is pending or, to the Knowledge of Target, threatened, to suspend, cancel or revoke any such Permit, and Target and its Subsidiaries are in compliance with the terms of all such Permits, except for such instances of non-compliance as may would not reasonably be necessary by applicable Legal Requirementsexpected, individually or in the aggregate, to have a Target Material Adverse Effect. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take The consummation of the Transactions will not result in the violation of any remedialPermit, responsive except for such violations which would not reasonably be expected, individually or corrective action required under any Environmental Law with respect in the aggregate, to any presence or Release of Hazardous Substances to have a Target Material Adverse Effect. To the extent that any correctional, rehabilitative, educational, detention or other similar facility (each, a “Facility”) operated or otherwise managed by Target or any of its Subsidiaries is required to comply with the requirements for accreditation by and the standards of, the American Correctional Association and the Joint Commission on the Accreditation of Health Organizations (collectively, “Accreditation Requirements”), such presence Facility, is, and has at all times been, in compliance with such Accreditation Requirements and all notices, reports, documents and other information required to be filed under any Accreditation Requirements were properly filed in accordance with such Accreditation Requirements, except for such instances of non-compliance or Release could filing failures which would not reasonably be expected expected, individually or in the aggregate, to give rise to have a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestTarget Material Adverse Effect.

Compliance with Laws; Permits. At Except as set forth in Section 5.10 of the Company Disclosure Schedule, the businesses of each of the Company and its expenseSubsidiaries have been, Borrower shall and are being, conducted in compliance with all applicable federal, state, local, municipal, foreign or other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, rules, regulations, judgments, orders, rulings, injunctions, decrees, directives, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (and Borrower shall cause each Project collectively, “Laws”) applicable to the Company to)or its Subsidiaries, except to where the extent failure to do so could not be reasonably expected to have a Material Adverse Effect, (a) comply, individually or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Companyaggregate, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedialhas not had, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could and would not reasonably be expected to give rise have, a Company Material Adverse Effect and (ii) has not resulted, and is not reasonably likely to result in, the imposition of a material liability criminal fine, penalty or a material remedialsanction against the Company, corrective or investigatory obligation any of Borrower (its Subsidiaries, or any Project Companyof their respective directors or officers. Except as set forth in Section 5.10 of the Company Disclosure Schedule, as applicableno (i) material investigation or review (for which the Company or one of its Subsidiaries has received notice) or (ii) promptly respond to, and address, other investigation or review (for which the Company or one of its Subsidiaries has received written notice) by any material Environmental Claim against Borrower, any Project Governmental Entity with respect to the Company or any Project. Borrower (or any Project of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity (x) indicated to the Company or one of its Subsidiaries an intention to conduct any such material investigation or review or (y) indicated in writing to the Company or one of its Subsidiaries an intention to conduct any other such investigation or review. The Company and its Subsidiaries each have all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as applicablepresently conducted (each, a “Company Permit”) mayexcept those the absence of which have not had, at its expense, contest by appropriate proceedings conducted and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in good faith the validity or application of Legal Requirements or Permits, provided that (i) none Section 5.10 of the AgentsCompany Disclosure Schedule, Lenders, Issuing Bank, any Project no material Company or Borrower reasonably would be likely Permit will cease to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against effective as a result of the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies execution of this Agreement or the Projects, shall have been duly and effectively stayed during consummation of the entire pendency of such contesttransactions contemplated by this Agreement.

Compliance with Laws; Permits. At Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of the Company and its expenseSubsidiaries are not being conducted in violation of any federal, Borrower shall state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (and Borrower shall cause each Project Company tocollectively, “Laws”), except to for any violation that, individually or in the extent failure to do so could aggregate, would not be reasonably expected likely to have a Company Material Adverse EffectEffect or prevent, (a) comply, materially delay or cause compliance, materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement. Except as disclosed in the Company Reports filed with all Legal Requirements relating or furnished to the Projects, each Project Company or SEC prior to Borrower, including all Environmental Laws; (b) procure, maintain the date hereof and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) except for any use investigation or review that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Projects, Company to consummate the Project Site, the Improvements or other Mortgaged Property, then being made or transactions contemplated by this Agreement and the Operative Documents; and (c) in the case of a change of name Arrangement, no investigation or corporate organization involving Borrower or review by any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law Entity with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to the Company or any Project of its Subsidiaries to conduct the same. To the knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and the Company has not received any notice or communication of any material noncompliance with any Law that has not been cured as applicableof the date hereof. The Company and its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (the “Company Permits”) maynecessary to conduct its business in all material respects as presently conducted, at its expense, contest by appropriate proceedings conducted in good faith except where the validity or application of Legal Requirements or failure to have any such Company Permits, provided that (i) none individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; consummate the transactions contemplated by this Agreement and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestArrangement.

Compliance with Laws; Permits. At its expense(i) The business and operations of the Company and the Company Insurance Subsidiaries have been conducted in compliance with all applicable statutes and regulations regulating the business of insurance and all applicable orders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, Borrower shall (and Borrower shall cause each Project Company to"Insurance Laws"), except where the failure to so conduct such business and operations is not, individually or in the extent aggregate, reasonably likely to have a Company Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so could not would not, individually or in the aggregate, be reasonably expected likely to have a Company Material Adverse Effect, (a) complyeach Company Insurance Subsidiary and, or cause to the knowledge of the executive officers of the Company, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all Legal Requirements applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use disclosure of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; nature of insurance products as policies of insurance and (ciii) in the case of a change of name or corporate organization involving Borrower or any Project Companyall applicable requirements relating to insurance product projections and illustrations. In addition, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take there is no pending or, to the knowledge of the executive officers of the Company, threatened charge by any remedialinsurance regulatory authority that any of the Company Insurance Subsidiaries has violated, responsive or corrective action required under nor any Environmental Law pending or, to the knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any presence applicable Insurance Laws where such violations are, individually or Release of Hazardous Substances in the aggregate, reasonably likely to the extent that such presence or Release could reasonably be expected to give rise to have a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or Company Material Adverse Effect; (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the AgentsCompany Insurance Subsidiaries is subject to any order or decree of any insurance regulatory authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally) which is, Lendersindividually or in the aggregate, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewithhave a Company Material Adverse Effect; and (iiiii) the Company Insurance Subsidiaries have filed all proceedings reports required to enforce be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such Legal Requirements reports is, individually or Permits against in the Agentsaggregate, Issuing Bankreasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, except as set forth in the Company Reports filed prior to the date hereof, the Lendersbusinesses of each of the Company and its Subsidiaries have not been, Borrowerand are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations or possible violations that are not, individually or in the Project Companies aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the Projectsability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, shall no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the executive officers of the Company, threatened, nor, to the knowledge of the executive officers of the Company, has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. To the knowledge of the executive officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been duly cured as of the date hereof. The Company and effectively stayed during its Subsidiaries each has all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the entire pendency absence of such contestwhich are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Compliance with Laws; Permits. At Except as described in Part 7.12 of Schedule 1 , the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, " Laws ") to which it or any of its expenseproperties or assets is subject. The Company has all federal, Borrower shall state, local and foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the " Permits ") that are necessary for the conduct of its business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and Borrower shall cause each Project as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are no proceedings pending, or to the knowledge of the Sellers, threatened, to revoke, suspend or limit any such Permit, nor to the knowledge of any Sellers is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company to)with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to do so could timely make such filings or the incompletion of such filing would not materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or contemplated to be made pursuant to the business strategy of the Company, none of the Sellers knows of any reason why such Permits should not be reasonably expected to have a Material Adverse Effect, (a) complyapproved and granted by the appropriate Governmental Authority. Neither the Company nor any of its officers or agents has made any illegal or improper payments to, or cause complianceprovided any illegal or improper inducement for, with all Legal Requirements any governmental official or other Person in an attempt to influence any such Person to take or to refrain from taking any action relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, Company. Part 7.12 of Schedule 1 also lists all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, Company that are required for the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case conduct of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestbusiness.

Compliance with Laws; Permits. At Each of CBCS, CBT and the other Subsidiaries is in compliance in all material respects with all Laws, Governmental Orders or Governmental Authorizations, including, without limitation, the Bank Holding Company Act, the FDIA, the Occupational Safety and Health Act of 1970, the Home Owners Loan Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act, the Equal Credit Opportunity Act and the Federal Reserve Act, each as amended, and any other applicable Governmental Order or Governmental Authorization regulating or otherwise affecting bank holding companies, banks and banking; and no claims have been filed by any Governmental Authority against CBCS, CBT or the other Subsidiaries alleging such a violation of any such Law which have not been resolved to the satisfaction of such Governmental Authority; and no claims have been filed by any such governments or agencies against CBCS, CBT or any other Subsidiary alleging such a violation of any such law or regulation which have not been resolved to the satisfaction of such governments or agencies. Each of CBCS, CBT and the other Subsidiaries holds all of Governmental Authorizations required for the conduct of its expensebusiness. Neither CBCS, Borrower shall CBT nor any other Subsidiary is subject to any Governmental Order, written agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory agreement letter from, or has adopted any board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of banks or bank holding companies or engaged in the insurance of bank deposits (and Borrower shall cause each Project Company tocollectively, the “Bank Regulators”), except to the extent failure to do so could not be reasonably expected to nor have a Material Adverse Effectany of CBCS, (a) comply, or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower CBT or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities other Subsidiaries been advised by any Bank Regulator that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive it is contemplating issuing or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower requesting (or is considering the appropriateness of issuing or requesting) any Project Companysuch order, as applicable) directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter, board resolutions or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestsimilar undertaking.

Compliance with Laws; Permits. At Except as set forth in the Company Reports filed prior to the date hereof or on SECTION 4.10 of the Company Disclosure Schedule, the businesses of each of the Company and its expenseSubsidiaries have been, Borrower shall and are being, conducted in compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses or permits (including insurance laws and Borrower shall cause each Project Company toregulations) of any Governmental Entity ("Laws"), and all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such Laws, except to in any such case for noncompliance that, individually or in the extent failure to do so could aggregate, would not reasonably be reasonably expected to have a Company Material Adverse Effect, (a) comply, Effect or cause compliance, with all Legal Requirements relating prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the Projects, each Project Company date hereof or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use on SECTION 4.10 of the ProjectsCompany Disclosure Schedule and except for routine examinations by state governmental entities charged with supervision of insurance companies ("Insurance Regulators"), the Project Site, the Improvements no investigation or other Mortgaged Property, then being made or contemplated review by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law governmental entity with respect to the Company or any presence or Release of Hazardous Substances its Subsidiaries is pending or, to the extent that such presence knowledge of the Responsible Executive Officers of the Company, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or Release could in the aggregate, reasonably be expected to give rise have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to a consummate the transactions contemplated by this Agreement. No material liability or a material remedial, corrective or investigatory obligation of Borrower (change is required in the Company's or any Project Companyof its Subsidiaries' processes, as applicable) properties or (ii) promptly respond toprocedures in connection with any such Laws, and address, the Company has not received any notice or communication of any material Environmental Claim against Borrower, noncompliance with any Project Company or any Project. Borrower (or any Project Company, such Laws that has not been cured as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agentsdate hereof. The Company and its Subsidiaries each has all permits, Lenderslicenses, Issuing Bankfranchises, any Project variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which would not, individually or in the aggregate, have a Company Material Adverse Effect or Borrower reasonably would be likely prevent or materially impair the ability of the Company to be subjected to any criminal or consummate the Merger and the other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contesttransactions contemplated by this Agreement.

Compliance with Laws; Permits. At None of the Companies has violated or failed to comply with any statute, law, ordinance, rule, regulation or policy of any Governmental Authority (collectively, "Laws") to which it or any of its expense, Borrower shall (and Borrower shall cause each Project Company to)properties or assets is subject, except to where the extent failure to do so comply could not reasonably be reasonably expected to have a Material Adverse Effectmaterial adverse effect on the Condition of any of the Companies. Each of the Companies has all permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (acollectively, the "Permits") comply, or cause compliance, with all Legal Requirements relating that are material to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain conduct of its business as presently conducted and comply, or cause as proposed to be procuredconducted consistent with the Business Plan. All such Permits are in full force and effect, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use to the best knowledge of the ProjectsCompany no violations or notices of failure to comply have been issued or recorded in respect of any such Permits. None of the Companies has any knowledge of any reason why such Permits may be revoked or suspended. All applications, the Project Sitereports, the Improvements or notices and other Mortgaged Property, then being made or contemplated documents required to be filed by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices Companies with all Governmental Authorities that have issued Applicable Permits, to maintain been timely filed and are complete and correct in full force and effect each Applicable Permit, all material respects as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive filed or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances as amended prior to the extent that such presence or Release date hereof, except where the failure to so file could not reasonably be expected to give rise to have a material liability adverse effect on the Condition of any of the Companies. With respect to any required Permits, applications for which are either pending or a material remedialcontemplated to be made pursuant to the business strategy of the Companies, corrective or investigatory obligation the Company does not know of Borrower (or any Project reason why such Permits should not be approved and granted by the appropriate Governmental Authority. None of the Companies nor, to the best knowledge of the Company, as applicable) any of their respective officers or (ii) promptly respond agents has made any illegal or improper payments to, and addressor provided any illegal or improper inducement for, any material Environmental Claim against Borrower, governmental official or other Person in an attempt to influence any Project Company such Person to take or to refrain from taking any Project. Borrower (or action relating to any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing BankCompanies. After due inquiry, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed Company has no knowledge that during the entire pendency of such contest.past five

Compliance with Laws; Permits. At (a) Target and its expenseSubsidiaries are in compliance with all laws, Borrower shall statutes, ordinances, codes, rules, regulations, decrees, notices, and orders of Governmental Authorities (and Borrower shall cause each Project Company to)all Permits) (collectively, “Laws”) applicable to Target or any of its Subsidiaries and Target Owned Real Estate and Target Leased Real Estate, except to for such instances of non-compliance as would not reasonably be expected, individually or in the extent failure to do so could not be reasonably expected aggregate, to have a Target Material Adverse Effect. No new construction has been commenced at, (a) complyand no development entitlements been sought for any new construction at, any Target Real Estate or Target Leased Real Estate, which would, upon completion, cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause there to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for a breach in any use material respect of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) representation set forth in the case foregoing sentence. Target and each of a change its Subsidiaries hold all licenses, franchises, development entitlements, grants, permits, certificates (including, without limitation, certificates of name or corporate organization involving Borrower or any Project Companyoccupancy), as applicablezoning permits, take such actionsprivileges, immunities, orders, registrations, easements, rights and other approvals, orders and authorizations from Governmental Authorities (collectively, “Permits”) necessary for the lawful conduct of their respective businesses, including the filing current use, occupancy and operation by Target and its Subsidiaries of appropriate notices with all Governmental Authorities that have issued Applicable Permitsthe Target Owned Real Estate and Target Leased Real Estate, except where such failures to hold the same would not reasonably be expected, individually or in the aggregate, to maintain have a Target Material Adverse Effect. All Permits held by Target and its Subsidiaries are valid and in full force and effect each Applicable effect, no legal or administrative proceeding, claim, suit, action or investigation is pending or, to the Knowledge of Target, threatened, to suspend, cancel or revoke any such Permit, no such Permit shall be affected in any respect by the transactions contemplated hereby, and Target and its Subsidiaries are in compliance with the terms of all such Permits, except for such instances of non-compliance as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could would not reasonably be expected expected, individually or in the aggregate, to give rise to have a material liability Target Material Adverse Effect. No correctional, rehabilitative, educational, detention or other similar facility (each, a material remedial, corrective “Facility”) operated or investigatory obligation of Borrower (otherwise managed by Target or any Project Company, as applicable) of its Subsidiaries is required by any applicable Laws or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company contracts to which the Target or any Project. Borrower (or any Project Company, as applicable) may, at of its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure Subsidiaries are parties to comply therewith; with the requirements for accreditation by and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bankstandards of, the Lenders, Borrower, the Project Companies American Correctional Association or the ProjectsJoint Commission on the Accreditation of Health Organizations, shall except for such instances of required compliance the absence of which would not reasonably be expected, individually or in the aggregate, to have been duly and effectively stayed during the entire pendency of such contesta Target Material Adverse Effect.

Compliance with Laws; Permits. At its expense(i) The business and operations of the Company Insurance Companies have been conducted in compliance with all applicable federal, Borrower shall state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and Borrower shall cause each Project Company toannuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "INSURANCE LAWS"), except where the failure to so conduct such business and operations would not, individually or in the extent aggregate, be reasonably likely to have a Company Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so could not would not, individually or in the aggregate, be reasonably expected likely to have a Company Material Adverse Effect, (a) complyeach Company Insurance Company and its agents have marketed, or cause sold and issued insurance products in compliance, in all material respects, with all Legal Requirements Insurance Laws applicable to the business of such Company Insurance Company and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (A) all applicable prohibitions against "redlining", (B) all applicable requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use disclosure of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; nature of insurance products as policies of insurance and (cC) in all applicable requirements relating to insurance product projections and illustrations. In addition, (X) there is no pending or, to the case Knowledge of a change of name or corporate organization involving Borrower or any Project the Company, as applicablethreatened charge by any insurance regulatory authority that any of the Company Insurance Companies has violated, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permitsnor any pending or, to maintain in full force and effect each Applicable Permitthe Knowledge of the Company, as may be necessary threatened investigation by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law insurance regulatory authority with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and addresspossible violations of, any material Environmental Claim against Borrowerapplicable Insurance Laws where such violations would, any Project individually or in the aggregate, be reasonably likely to have a Company or any Project. Borrower Material Adverse Effect; (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (iY) none of the AgentsCompany Insurance Companies is subject to any order or decree of any insurance regulatory authority relating specifically to such Company Insurance Company (as opposed to insurance companies generally) which would, Lendersindividually or in the aggregate, Issuing Bank, any Project Company or Borrower be reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewithhave a Company Material Adverse Effect; and (iiZ) the Company Insurance Companies have filed all proceedings reports required to enforce be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such Legal Requirements reports would individually or Permits against in the Agentsaggregate, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall be reasonably likely to have been duly and effectively stayed during the entire pendency of such contesta Company Material Adverse Effect.

Compliance with Laws; Permits. At (a) The Business is not being conducted, and for the past three years, has not been conducted, in violation or default under any Law applicable to the Business or the Transferred Assets, which violation or default, either individually or when aggregated with all other such violations and defaults, has had or would reasonably be expected to have a Material Adverse Effect, and (b) Seller, the Seller Entities and the Transferred Subsidiaries are duly licensed under applicable Law and now possess, and will at Closing possess, all Permits necessary for the conduct of the Business as it is conducted by Seller and its expense, Borrower shall Subsidiaries (and Borrower shall cause each Project Company tothe “Business Permits”), except where the failure to be so licensed or to possess such Permits, individually or in the aggregate, has not had or would not reasonably be expected to be material to the extent failure Business, taken as a whole. Section 3.10 of the Seller Disclosure Letter sets forth a true, correct and complete list of all material Business Permits (x) required for the ownership or operation of, or conduct of business at, the Transferred Real Property and Transferred Subsidiary Real Property, (y) held by the Transferred Subsidiaries or their respective Subsidiaries, or (z) that will be required to do so could be separately obtained by Buyer as of the Closing despite the existence of the Ancillary Agreements. All of the Business Permits are valid and in full force and effect and, during the prior three years neither Seller, the Seller Entities nor the Transferred Subsidiaries have received any written notice of, and to the Knowledge of Seller, neither Seller nor any of its Subsidiaries is under investigation with respect to, any violation of, or any obligation to take remedial action under, any Business Permits. Except as has not had and would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect, (ai) comply, neither Seller nor its Subsidiaries is in default or cause complianceviolation of any Business Permit and (ii) no event or circumstance has occurred which, with all Legal Requirements relating to or without the Projectsgiving of notice or lapse of time or both, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could would reasonably be expected to give rise result in the early termination, revocation or material modification of any Business Permit. With respect to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing BankSeller, the LendersSeller Entities and the Transferred Subsidiaries, Borrowerthere is no Action pending or, to the Project Companies Knowledge of Seller, threatened by any Governmental Entity to cancel, revoke, suspend, modify or the Projects, shall have been duly and effectively stayed during the entire pendency of fail to renew any such contestBusiness Permit.

Compliance with Laws; Permits. At its expense, Borrower shall (Each Seller Party has been and Borrower shall cause each Project Company to), except to the extent failure to do so could not be reasonably expected to have a Material Adverse Effect, (a) comply, or cause compliance, is in compliance in all material respects with all Legal Requirements relating to applicable Laws. Set forth on Schedule 3.15 are all governmental or other industry permits, registrations, certificates, certifications, exemptions, licenses, franchises, consents, approvals and authorizations (“Permits”) necessary for the Projectsconduct of the Business as presently conducted, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain of which Seller Parties validly possess and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain is in full force and effect effect. Except as set forth on Schedule 3.15, each Applicable Permitof the Permits listed on Schedule 3.15 is and will be included in the Acquired Assets and validly transferred to Xxxxx’x Buyer at the Closing so as to allow Xxxxx’x Buyer after the Closing Date to continue to operate, without interruption, the Business operated by Seller Parties immediately prior to the Closing. Except as may be necessary by applicable Legal Requirements. Borrower shall (set forth in Schedule 3.15, no notice, citation, summons or order has been issued, no complaint has been filed and Borrower shall cause each Project Company to) (i) promptly take served, no penalty has been assessed and notice thereof given, and no investigation or review is pending or, to the knowledge of any remedialSeller Party, responsive or corrective action required under any Environmental Law threatened with respect to any presence Seller Party, by any Authority with respect to any alleged (a) violation in any material respect by any Seller Party of any Law, or Release (b) failure by any Seller Party to have any Permit required in connection with the conduct of Hazardous Substances the Business. Without limiting the foregoing, each Seller Party is in material compliance with all applicable Data Security Requirements. No written notices, claims, charges or complains have been received by any Seller Party since December 31, 2015 from any governmental authority or other Person relating to or alleging any actual or alleged violation by any Seller Party of, or actual or alleged liability or misconduct under, any Data Security Requirements. Since December 31, 2015, there has not been, to the extent that such presence knowledge of any Seller Party any actual or Release could reasonably be expected to give rise to a material liability alleged incidents of data security breaches concerning any IT Systems, any unauthorized access to, use or a material remedialencryption of Personal Information, corrective or investigatory obligation of Borrower (Business Data or any Project CompanyIT Systems, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (unauthorized acquisition, destruction, damage, disclosure, loss, corruption, alteration or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency use of such contestPersonal Information or Business Data.

Compliance with Laws; Permits. At its Tenant’s sole cost and expense, Borrower Tenant shall comply with all Applicable Laws applicable or relating to: (1) the Premises and/or Tenant’s use or occupancy of the Premises; (2) the manner or conduct of Tenant’s business or the operation of its installations, equipment or other properly; (3) the construction of any alterations or improvements in the Premises; (4) any cause or condition created by or at the request of Tenant; or (5) the breach of any of Tenant’s obligations under this Lease. Tenant’s obligations hereunder to comply with all Applicable Laws shall include the obligation to make any and Borrower all alterations and improvements required in order to comply with Applicable Laws, which work shall cause each Project Company to)be subject to Landlord’s approval, except which approval shall not be unreasonably withheld and shall be obtained pursuant to the extent failure to do so could not procedures for Alterations. Without limiting the generality of the foregoing, Xxxxxx specifically agrees that Tenant shall be reasonably expected to have a Material Adverse Effectsolely responsible for ensuring that the Premises, (a) complyand its use and occupancy of the Premises and Property, or cause compliance, complies with all Legal Requirements Accessibility Laws. Tenant’s obligation to comply with Applicable Laws shall include, without limitation, the responsibility of Tenant to make substantial or structural repairs and alterations to the Premises regardless of, among other factors, the relationship of the cost of curative action to the rent payable under this Lease, the length of the then remaining Term of this Lease, the relative benefit of the repairs to Landlord or Tenant, the degree to which the curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular Applicable Law involved, and whether the Applicable Law involved is related to Tenant’s Permitted Use. Tenant shall give Landlord prompt written notice of any notice that Xxxxxx receives of any violation of any Applicable Law relating to the Projects, each Project Company Premises or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) Tenant’s use thereof. Tenant shall not apply for any use of the Projectspermit, the Project Site, the Improvements variance or other Mortgaged Propertysimilar matter, then being made nor seek a modification of any permit, use designation or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Companyzoning matter, as applicablewithout Landlord’s prior written consent, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as which may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted withheld in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestLandlord’s sole discretion.

Compliance with Laws; Permits. At Except as set forth in the Reports filed prior to the date hereof, the businesses of each of it and its expenseSubsidiaries have not been, Borrower shall and are not being, conducted in violation of any law, ordinance, regulation, judgment, order, decree, arbitration award, license or permit of any Governmental Entity (each a "Law" and Borrower shall cause each Project Company tocollectively, "Laws"), except to for violations or possible violations that, individually or in the extent failure to do so could aggregate, are not be reasonably expected likely to have a Material Adverse Effect, (a) comply, Effect on it or cause compliance, with all Legal Requirements relating prevent or materially burden or materially impair its ability to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. Except as set forth in the Reports filed prior to the Projectsdate hereof, each Project Company no investigation or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for review by any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law Entity with respect to it or any presence or Release of Hazardous Substances its Subsidiaries is pending or, to the extent that such presence knowledge of its executive officers, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or Release could in the aggregate, reasonably be expected likely to give rise have a Material Adverse Effect on it or prevent or materially burden or materially impair the ability of it to a consummate the transactions contemplated by this Agreement and the Stock Option Agreement. To the knowledge of its executive officers, no material liability or a material remedial, corrective or investigatory obligation of Borrower (change is required in its or any Project Companyof its Subsidiaries' processes, as applicable) properties or (ii) promptly respond toprocedures in connection with any such Laws, and address, it has not received any notice or communication of any material Environmental Claim against Borrower, noncompliance with any Project Company or any Project. Borrower (or any Project Company, such Laws that has not been cured as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agentsdate hereof. Each of it and its Subsidiaries has all permits, Lenderslicenses, Issuing Banktrademarks, any Project Company service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (collectively, "Permits") necessary to conduct its business as presently conducted except those the absence of which are not, individually or Borrower in the aggregate, reasonably would be likely to be subjected have a Material Adverse Effect on it or prevent or materially burden or materially impair its ability to any criminal or consummate the Merger and the other liability for failure to comply therewith; transactions contemplated by this Agreement and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestStock Option Agreement.

Compliance with Laws; Permits. At Except as described in a separate letter that the Buyer acknowledge having received on the date hereof, the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, "Laws") to which it or any of its expenseproperties or assets is subject. The Company has all federal, Borrower shall state, local and foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are necessary for the conduct of its business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and Borrower shall cause each Project as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are no proceedings pending, or to the knowledge of the Sellers, threatened, to revoke, suspend or limit any such Permit, nor to the knowledge of any Sellers is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company to)with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to do so could timely make such filings or the incompletion of such filing would not materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or contemplated to be made pursuant to the business strategy of the Company, none of the Sellers knows of any reason why such Permits should not be reasonably expected to have a Material Adverse Effect, (a) complyapproved and granted by the appropriate Governmental Authority. Neither the Company nor any of its officers or agents has made any illegal or improper payments to, or cause complianceprovided any illegal or improper inducement for, with all Legal Requirements any governmental official or other Person in an attempt to influence any such Person to take or to refrain from taking any action relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, Company. Part 2.12 of Schedule 1 lists all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, Company that are required for the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case conduct of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestbusiness.

Compliance with Laws; Permits. At To the best knowledge of Seller, the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, "Laws") to which it or any of its expenseproperties or assets is subject. The Company has all federal, Borrower shall state, local and foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are necessary for the conduct of its business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and Borrower shall cause each Project as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are no proceedings pending, threatened, to revoke, suspend or limit any such Permit, nor is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company to)with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to do so could timely make such filings or the incompletion of such filing would not materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or contemplated to be made pursuant to the business strategy of the Company, none of Seller or the Company knows of any reason why such Permits should not be reasonably expected to have a Material Adverse Effect, (a) complyapproved and granted by the appropriate Governmental Authority. Neither the Company nor any of its officers or agents has made any illegal or improper payments to, or cause complianceprovided any illegal or improper inducement for, with all Legal Requirements any governmental official or other Person in an attempt to influence any such Person to take or to refrain from taking any action relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, Company. Part 3.12 of Schedule 3 lists all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, Company that are required for the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case conduct of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestbusiness.

Compliance with Laws; Permits. At Except as set forth in the French Reports filed prior to the date of the Initial Combination Agreement, the businesses of each of France and its expenseMaterial Subsidiaries have not been, Borrower shall and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (and Borrower shall cause each Project Company tocollectively, LAWS), except for violations or possible violations that would not, individually or in the aggregate, be reasonably likely to have a France Material Adverse Effect or prevent or materially delay or materially impair the ability of France to consummate the transactions contemplated by this Agreement to which it will be a party. Except as set forth in the French Reports filed prior to the extent failure date of the Initial Combination Agreement, no investigation or review by any Governmental Entity with respect to do so could France or any of its Subsidiaries is pending or, to the knowledge of the Executive Officers of France, threatened, nor has any Governmental Entity indicated to France an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a France Material Adverse Effect or prevent or materially delay or materially impair the ability of France to consummate the transactions contemplated by this Agreement to which it will be a party. To the knowledge of the Executive Officers of France, no material change is required in France's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, except those that, individually or in the aggregate, would not be reasonably expected likely to have a France Material Adverse Effect, (a) complyand, or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use as of the Projectsdate hereof, France has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the Project Sitedate hereof. France and its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the Improvements absence of which would not, individually or other Mortgaged Propertyin the aggregate, then being made be reasonably likely to have a France Material Adverse Effect or prevent or materially delay or materially impair the ability of France to consummate the transactions contemplated by the Operative Documents; and (c) in the case of this Agreement to which it will be a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestparty.

Compliance with Laws; Permits. At The businesses of each of the Company and its expenseSubsidiaries have not been conducted in violation of any federal, Borrower shall state or local law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, determination or arbitration award, of any Governmental Entity (and Borrower shall cause each Project Company tocollectively, “Law”), except for violations that, individually or in the aggregate, have not had, or would not reasonably be expected to materially adversely affect Parent’s quantitative valuation of the Company and its Subsidiaries or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 2.1(d)(i), the Company has not received notice of any investigation by any Governmental Entity with respect to the extent failure Company or any of its Subsidiaries, and to do so the knowledge of the Company, no investigation is threatened and, to the Company’s knowledge, no condition exists that could not reasonably be expected to prompt such an investigation, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 2.1(n) of the Company Disclosure Letter contains a complete list of all governmental permits, licenses, franchises, orders and other governmental authorizations, consents and approvals (a“Permits”) complyof the Company and its Subsidiaries, other than its FCC licenses, necessary to conduct its business as presently conducted, except those the absence of which, individually or in the aggregate, has not had, or cause compliancewould not reasonably be expected to have, with all Legal Requirements relating a Company Material Adverse Effect or prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Any failure to disclose in Section 2.1(n) of the Company Disclosure Letter or to make available to Parent any such Permit shall not be deemed a breach of any representation in this Section 2.1(n) for purposes of the closing condition in Section 4.5(a) to the Projects, each Project Company or to Borrower, including all Environmental Laws; extent (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c1) in the case of a change failure to list the Permit was made available to Parent prior to the date hereof, and (2) in any case, the failure to disclose or make available such Permit would not reasonably be expected to materially adversely affect Parent’s quantitative valuation of name or corporate organization involving Borrower or any Project Companythe Company and its Subsidiaries. Except as set forth on Section 2.1(n) of the Company Disclosure Letter, as applicable, take such actions, including (i) the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain Permits are valid and in full force and effect each Applicable Permiteffect, (ii) neither the Company nor any Subsidiary is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits and (iii) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause a result of the transactions contemplated hereby, except in the case of each Project Company to) of clause (i) promptly take through (iii), for any remedialevents, responsive circumstances, defaults, terminations or corrective action required under any Environmental Law with respect to any presence impairments that, individually or Release of Hazardous Substances to in the extent that such presence or Release could aggregate, would not reasonably be expected to give rise to a material liability or a material remedialmaterially adversely affect Parent’s quantitative valuation of the Company and its Subsidiaries. Notwithstanding the foregoing, corrective or investigatory obligation of Borrower nothing in this Section 2.1(n) shall relate (or any Project Companybe deemed to relate) to violations of Environmental Laws or Taxes, as applicablewhich are addressed in Section 2.1(p) or (ii) promptly respond toand Section 2.1(q), and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestrespectively.

Compliance with Laws; Permits. At its expense, Borrower shall (and Borrower shall cause each Project Company to), except to the extent failure to do so could not be reasonably expected to have a Material Adverse Effect, (a) complyDuring the five (5) years prior to the date of this Agreement, or cause complianceeach Heartland Company has complied, and is now complying, with all Legal Requirements relating Laws applicable to the Projectsit or its business, each Project Company properties or to Borrower, including assets in all Environmental Laws; material respects. (b) procure, maintain and comply, or cause to be procured, maintained and complied with, Each Heartland Company has all Permits required under Legal Requirements (including necessary to conduct its business as now being conducted and in a manner consistent with past practice, and all Environmental Lawsof such Permits are listed in Section 3.19(b) for any use of the ProjectsDisclosure Schedules (the “Business Permits”). The Business Permits are in full force and effect, the Project SiteHeartland Companies are in compliance in all material respects with all such Business Permits, and except as set forth on Section 3.19(b) of the Improvements Disclosure Schedules, no consent or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) Action is required in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take order for such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, Business Permits to maintain remain in full force and effect following the Closing. The Heartland Companies have taken all necessary action to maintain each Applicable PermitBusiness Permit and all applications required to be filed for renewal of any such Business Permit have been timely filed and all other filings required to have been made with respect to such Business Permits have been duly made on a timely basis. As of the date hereof, as may be necessary by applicable Legal Requirements. Borrower shall no suspension or cancellation of any of the Business Permits is pending or threatened in writing, and the Heartland Companies are not, and during the five (5) year period prior to the date of this Agreement have not been, in material violation of or in default under any Business Permit (and Borrower shall cause each Project Company to) (i) promptly take no event has occurred that, with notice or the lapse of time or both, would reasonably be expected to result in a default or violation in any remedial, responsive or corrective action required under respect of a Business Permit). No citation has been issued by any Environmental Law Governmental Authority with respect to any presence Business Permit, no Action has been initiated by or Release of Hazardous Substances before any Governmental Authority with respect to any Business Permit, and, to the extent Knowledge of the Purchased Company, there is no reasonable basis for any of the foregoing. To the Knowledge of the Purchased Company, there is no (i) present or ongoing investigation, review or proceeding by any Person that such presence or Release could would reasonably be expected to give rise to result in a material liability claim or notice of violation or non-compliance with, or a material remedialrevocation, corrective non-renewal or investigatory obligation of Borrower (or a modification of, any Project Companysuch Business Permit in any respect, as applicable) or (ii) promptly respond toevent, and addressomission or condition that would reasonably be expected to result in a notice of violation or non-compliance with, or a revocation, non-renewal or modification or revision of, any material Environmental Claim against Borrowersuch Business Permit in any respect. (c) The Heartland Companies have at all times complied with all applicable Laws with respect to the business of each Heartland Company regarding anti-corruption and the use of funds for political activity or commercial bribery, any Project Company or any Projectincluding the FCPA. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that The Heartland Companies have not: (i) none of the Agentsused any corporate funds for unlawful contributions, Lendersgifts, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal entertainment or other liability for failure unlawful expenses related to comply therewithpolitical activity; and (ii) made or promised to make any payment or transfer anything of value, directly or indirectly to any Governmental Authority or official or to any other individual or entity, while knowing that all proceedings to enforce such Legal Requirements or Permits against part of the Agentspayment would be shared with a Governmental Authority or official, Issuing Bankindividual or entity, for the Lenderspurpose of securing any improper advantage; (iii) offered or received any illegal discounts, Borrowerrebates or kickbacks in violation of applicable Laws; or (iv) otherwise made or received any payments or transfers of value that have the purpose or effect of public or commercial bribery, the Project Companies acceptance or the Projectsacquiescence in extortion, shall have been duly and effectively stayed during the entire pendency kickbacks or other unlawful or improper means of obtaining or securing business. No director or officer of any Heartland Company is a Governmental Authority or official or close family member of such contesta Governmental Authority or official.

Compliance with Laws; Permits. At To the best knowledge of Seller, the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, "Laws") to which it or any of its expenseproperties or assets is subject. The Company has all federal, Borrower shall state, local and foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are necessary for the conduct of its business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and Borrower shall cause each Project as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are no proceedings pending, threatened, to revoke, suspend or limit any such Permit, nor is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company to)with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to do so could timely make such filings or the incompletion of such filing would not materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or contemplated to be made pursuant to the business strategy of the Company, none of Seller or the Company knows of any reason why such Permits should not be reasonably expected to have a Material Adverse Effect, (a) complyapproved and granted by the appropriate Governmental Authority. Neither the Company nor any of its officers or agents has made any illegal or improper payments to, or cause complianceprovided any illegal or improper inducement for, with all Legal Requirements any governmental official or other Person in an attempt to influence any such Person to take or to refrain from taking any action relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, Company. Part 2.12 of Schedule 1 lists all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, Company that are required for the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case conduct of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestbusiness.

Compliance with Laws; Permits. At its expense(i) The business and operations of the Company and the Company Insurance Subsidiaries have been conducted in compliance with all applicable statutes, Borrower shall regulations and rules of any jurisdiction of which each is respectively subject regulating the business of insurance and all applicable orders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (and Borrower shall cause each Project Company tocollectively, "Insurance Laws"), except where the failure to so conduct such business and operations is not, individually or in the extent aggregate, reasonably likely to have a Company Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so could not be is not, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse Effect, (a) complyeach Company Insurance Subsidiary and its agents have marketed, or cause sold and issued insurance products in compliance, in all respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all Legal Requirements applicable published prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable published requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use disclosure of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; nature of insurance products as policies of insurance and (ciii) in the case of a change of name or corporate organization involving Borrower or any Project Companyall applicable published requirements relating to insurance product projections and illustrations. In addition, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take there is no pending or, to the Knowledge of the Company, threatened charge by any remedialinsurance regulatory authority that any of the Company Insurance Subsidiaries has violated, responsive or corrective action required under nor any Environmental Law pending or, to the Knowledge of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any presence applicable Insurance Laws where such violations are, individually or Release of Hazardous Substances in the aggregate, reasonably likely to the extent that such presence or Release could reasonably be expected to give rise to have a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or Company Material Adverse Effect; (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the AgentsCompany Insurance Subsidiaries is subject to any order or decree of any insurance regulatory authority or limitation of license or restriction to conduct its business relating specifically to such Company Insurance Subsidiary which is, Lendersindividually or in the aggregate, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewithhave a Company Material Adverse Effect; and (iiiii) the Company Insurance Subsidiaries have filed all proceedings reports required to enforce be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such Legal Requirements reports is, individually or Permits against in the Agentsaggregate, Issuing Bankreasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, the Lendersbusinesses of each of the Company, Borrowerits Subsidiaries and Joint Ventures have not been, and are not being, conducted in violation of any federal, state, local or foreign Law, statute, ordinance, rule, regulation, judgment, default under or non-compliance with order, injunction, decree, arbitration award, agency requirement, writ, franchise, variance, exemption, approval, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations, defaults or non-compliance that are not, individually or in the Project Companies aggregate, reasonably likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the ProjectsCompany or any of its Subsidiaries or Joint Ventures is pending or, shall to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. No material change is required in the Company's or any of its Subsidiaries' or any of its Joint Ventures' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been duly cured as of the date hereof. The Company and effectively stayed during its Subsidiaries and Joint Ventures each has all permits, licenses, trademarks, patents, trade names, domain names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the entire pendency absence of such contestwhich are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Compliance with Laws; Permits. At (i) Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and its expenseSubsidiaries have been, Borrower shall and are being, conducted in compliance with all Laws, including all Health Benefit Laws (and Borrower shall cause each Project Company toas defined below), except to the extent for any failure to do so could comply that, individually or in the aggregate, would not be reasonably expected likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement, and neither the Company nor any of its Subsidiaries has received any written notice or communication of any material failure to comply with any such Laws that has not been cured (as evidenced by a written notice to such effect, a copy of which has been provided to Parent) as of the date hereof. Except as set forth in the Company Reports filed prior to the date hereof, no investigation, examination, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries has occurred, is pending or, to the knowledge of the executive officers of the Company, threatened, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and each of its Subsidiaries have all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted, including those applicable to a health insurance organization ("HMO"), a preferred provider organization ("PPO") or an insurance, reinsurance or third-party administrator business except for those the absence of which would not be reasonably likely to result in a Company Material Adverse Effect. Since December 31, (a) comply1995, or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use no material Subsidiary of the Projects, the Project Site, the Improvements Company has had any license or other Mortgaged Property, then being made certificate of authority revoked nor has any State denied any of their applications for a license or contemplated by the Operative Documents; and (c) in the case certificate of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contestauthority.