Common use of Governmental Permits Clause in Contracts

Governmental Permits. (a) The Company owns, holds or possesses, and, to the extent so required, each employee of the Company owns, holds or possesses, all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle the Company to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 (collectively, the “Governmental Permits”), except for Governmental Permits the failure of which to hold could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all of the material Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, and, to the Knowledge of Seller, was during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, except where such failure or inability to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.9 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company ownsExcept as set forth in -------------------- Schedule 5.8, holds the Companies own, hold or possesses, and, to the extent so required, each employee of the Company owns, holds or possesses, possess all licenses, franchises, ------------ permits, privileges, immunities, approvals approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders and other authorizations from a Governmental Body which that are necessary to entitle them to own or lease, operate and use their assets or properties and to carry on and conduct the Company to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 substantially as currently conducted (collectively, the “herein collectively called "Governmental Permits”"), except for such Governmental Permits as to which the -------------------- failure of which to so own, hold could notor possess has not had, would not or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all Each of the material Companies has complied with all terms and conditions of the Governmental Permits, and no suspension or cancellation of any of the Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, andis pending or, to the Knowledge of SellerParent, was during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guidesthreatened, except where such the failure or inability to comply could or such suspension or cancellation would not, or would not reasonably be expected to, have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.9 5.8, none of the Governmental ------------ Permits shall, as a result of Parent entering into this Agreement or as could performing any of its obligations hereunder, (i) require notification of or application to any Governmental Body, (ii) have its validity adversely affected or (iii) be subject to cancellation or revision, except where the failure to make such notification or application, such invalidity or such cancellation or revision would not, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company ownsTo AirTouch's knowledge, holds or possessesexcept as set forth -------------------- on SCHEDULE 3.6, and, to the extent so required, each employee of the Company owns, holds or possesses, Wholly Owned Entities have all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which Permits that are necessary to entitle operate their Towers as operated on the Company to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 (collectively, the “Governmental Permits”)date hereof, except for Governmental Permits where the failure of which to hold could obtain such Governmental Permit would not, individually or in the aggregate, reasonably be expected to have a an AirTouch Material Adverse Effect. Schedule 5.9 sets To AirTouch's knowledge, except as set forth a list of each material Governmental Permit. Complete and correct copies of all of in SCHEDULE 3.6, the material Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, and, to the Knowledge of Seller, was during the Prior Period, Wholly Owned Entities are in compliance withwith such Governmental Permits, and no event has occurred which would make the Company unable except for such failures to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, except where such failure or inability to comply could as would not, individually or in the aggregate, reasonably be expected to have a an AirTouch Material Adverse Effect. (b) . Except as set forth in Schedule 5.9 SCHEDULE 3.6, or as could where the failure would not, individually or in the aggregate, reasonably be expected to have a an AirTouch Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each none of the Governmental Permits is validowned by the Wholly Owned Entities is, subsisting to AirTouch's knowledge, subject to any restriction or condition that limits the ownership or operations of the Assets as currently owned and operated, except for restrictions and conditions generally applicable to Governmental Permits of such type, (ii) to AirTouch's knowledge, the Governmental Permits owned by the Wholly Owned Entities are valid and in good standing, are in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence are not impaired by any act or omission of any breachWholly Owned Entity or its officers, default directors, partners, employees or forfeiture agents, and the ownership and operation of rights thereunderthe Assets to AirTouch's knowledge are in accordance with the Governmental Permits owned by the Wholly Owned Entities, or (yiii) no such Governmental Permit is the consent, approval, or act of, or the making subject of any filing withpending or, to AirTouch's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental BodyPermit, and (iv) no Wholly Owned Entity has any reason to believe that any such Governmental Permit will not be renewed in its name by the granting Governmental Authority in the ordinary course.

Governmental Permits. (a) The Company ownsand each of its subsidiaries own or possess all approvals, holds licenses, certificates, clearances, consents, exemptions, marks, notifications, orders, authorizations and permits issued by, and have made all declarations and filings with, the appropriate local, state, federal or possessesforeign regulatory agencies or bodies, andincluding, without limitation, the Food and Drug Administration (the “FDA”) and any agency of any foreign government and any other foreign regulatory authority exercising authority comparable to the extent so required, each employee that of the Company ownsFDA (including any non-governmental entity whose approval or authorization is required under foreign law comparable to that administered by the FDA), holds or possesses, all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle for the Company to engage ownership of their respective properties or the conduct of their respective businesses as described in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 Disclosure Package and the Final Prospectus (collectively, the “Governmental Permits”)) and is in compliance with the terms and conditions of all such Governmental Permits, except for Governmental Permits where any failures to possess, comply or make the failure of which to hold could same would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all of the material All such Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, are valid and since October 1, 2010 has been, and, to the Knowledge of Seller, was during the Prior Period, in compliance with, full force and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, effect except where such the validity or failure or inability to comply could be in full force and effect would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth . All such Governmental Permits are free and clear of any restriction or condition that are in Schedule 5.9 addition to, or as could notmaterially different from, those normally applicable to similar licenses, certificates, authorizations and permits. Neither the Company nor any of its subsidiaries has received any written notice of any revocation or modification of, any such Governmental Permit, which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company owns, holds or possesses, and, to the extent so required, each employee Except as set forth in Section 5.7 of the Company ownsSeller Disclosure Letter, holds (i) the Business Subsidiaries and Asset Sellers own, hold or possesses, possess all licenses, franchises, permits, privileges, certificates, registrations, accreditations, immunities, approvals and other authorizations from a Governmental Body which that are necessary to entitle the Company them to engage own or lease, operate and use its properties and assets (in the Mortgage Banking case of the Business with respect Subsidiaries) and the Purchased Assets (in the case of the Asset Sellers) and to loans secured by real estate located in each state listed carry on Schedule 5.9 and conduct the Business as conducted immediately prior to the date of this Agreement (collectively, the “Governmental Permits”), except for and (ii) the Registered Employees own, hold or possess all Governmental Permits that such employees are required to own, hold or possess under applicable Requirements of Law in order to provide the services provided by such employees of the BD Subsidiary or IA Subsidiary, as applicable, except, in each case, for such Governmental Permits as to which the failure of which to so own, hold could or possess would not, individually or in the aggregate, reasonably be expected to have be material to the Business, taken as a Material Adverse Effectwhole. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all Each of the material Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company Business Subsidiaries, Asset Sellers and Registered Employees is, and since October 1, 2010 has for the past thirty six (36) months been, and, to the Knowledge of Seller, was during the Prior Period, in compliance within all material respects with all terms and conditions of the Governmental Permits owned, and no event has occurred which held or possessed by such person. Except as would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, except where such failure or inability to comply could not, individually or in the aggregate, reasonably be expected to have be material to the Business, taken as a Material Adverse Effect. whole (a) all such Governmental Permits are in full force and effect, (b) Except as set forth no violations are recorded in Schedule 5.9 respect of any such Governmental Permits and (c) no actions, suits, claims, examinations or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company andproceedings are pending or, to the Knowledge of Seller and Parent, threatened to the extent so requiredrevoke, each employee of the Companysuspend, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred cancel or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of limit any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company owns, holds or possesses, and, to the extent so required, each employee Except as set forth in Section 4.11 of the Disclosure Schedule and except for matters otherwise addressed by Section 4.10, 4.16 or 4.20, the Company ownsand the Subsidiaries own, holds hold or possesses, possess all material licenses, franchises, permits, privileges, immunitiesapprovals, approvals variances, exemptions and other authorizations from a all Governmental Body which Bodies that are necessary to entitle them to own or lease, operate and use their assets and to carry on and conduct the Company Business under and pursuant to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 all applicable Laws (collectively, the herein collectively called “Governmental Permits”), except for such Governmental Permits as to which the failure of which to so own, hold could notor possess, individually or in the aggregate, would not reasonably be expected to (a) adversely affect in any material respect the ability of the Company and Seller to enter into, perform their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (b) have an adverse effect on the Company or any Subsidiary in any material respect. The Company and the Subsidiaries have complied, and are in compliance with all terms and conditions of the Governmental Permits, except for such non-compliance which, individually or in the aggregate, would not reasonably be expected to (i) adversely affect in any material respect the ability of the Company and Seller to enter into, perform its and their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (ii) result in a Material Adverse Effect. Schedule 5.9 sets forth All Governmental Permits have been legally obtained and maintained and are valid and in full force and effect, except for Governmental Permits which the failure to have been legally obtained and maintained and be valid and in full force and effect individually or in the aggregate, would not reasonably be expected to (1) adversely affect in any material respect the ability of the Company and Seller to enter into, perform its and their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (2) result in a list Material Adverse Effect. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of each material any Governmental Permit. Complete and correct copies No material outstanding violations are or have been recorded in respect of all any of the material Governmental Permits have heretofore been delivered Permits. No Proceeding is pending or, to the Knowledge of Seller, threatened, contemplating the suspension, cancellation, revocation, withdrawal, modification, limitation or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, nonrenewal of any Governmental Permit and, to the Knowledge of Seller, was during the Prior Periodthere is no fact, in compliance witherror or admission relevant to any Governmental Permit that (with or without notice, and no event has occurred which lapse of time or both) would make the Company unable permit, or could reasonably be expected to comply withresult in, the Applicable Requirementssuspension, including eligibility requirements under the Agency Guidescancellation, revocation, withdrawal, modification, limitation or nonrenewal of any Governmental Permit, except where for any such failure suspension, cancellation, revocation, withdrawal, modification, limitation or inability to comply could notnonrenewal which, individually or in the aggregate, would not reasonably be expected to (x) adversely affect in any material respect the ability of the Company and Seller to enter into, perform their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (y) have a Material Adverse Effect. (b) Except as set forth in Schedule 5.9 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company ownsExcept as set forth in SCHEDULE 5.8, holds the Companies own, hold or possesses, and, to the extent so required, each employee of the Company owns, holds or possesses, possess all licenses, franchises, permits, privileges, immunities, approvals approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders and other authorizations from a Governmental Body which that are necessary to entitle them to own or lease, operate and use their assets or properties and to carry on and conduct the Company to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 substantially as currently conducted (collectively, the “Governmental Permits”herein collectively called "GOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure of which to so own, hold could notor possess has not had, would not or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all Each of the material Companies has complied with all terms and conditions of the Governmental Permits, and no suspension or cancellation of any of the Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, andis pending or, to the Knowledge of SellerParent, was during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guidesthreatened, except where such the failure or inability to comply could or such suspension or cancellation would not, or would not reasonably be expected to, have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.9 SCHEDULE 5.8, none of the Governmental Permits shall, as a result of Parent entering into this Agreement or as could performing any of its obligations hereunder, (i) require notification of or application to any Governmental Body, (ii) have its validity adversely affected or (iii) be subject to cancellation or revision, except where the failure to make such notification or application, such invalidity or such cancellation or revision would not, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company owns, holds or possesses, and, to the extent so required, each employee of Holdings and the Company ownsown, holds hold or possesses, possess all governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle the Company to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed for their ownership, leasing, operation and use of their respective assets and properties and which are required for their carrying on Schedule 5.9 and conducting their respective businesses as currently conducted (collectively, the “herein collectively called "Governmental Permits”"), except for Governmental Permits where the failure of which to own, hold could notor possess the same, individually or in the aggregate, have not had and would not be reasonably be expected likely to have result in a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Each Governmental Permit. Complete and correct copies of all of the material Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company isPermit is valid, and since October 1, 2010 has been, in full force and effect and, to the Knowledge knowledge of SellerHoldings and the Company, was during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guidessuspension or cancellation of any of them is threatened, except where for such failure suspensions or inability to comply could notcancellations that, individually or in the aggregate, have not had and would not be reasonably be expected likely to have result in a Material Adverse Effect. (b) Except as set forth in Schedule 5.9 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no . No written notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausewhich constitutes or, after notice or lapse of time or both, would constitute a breach or default under any Governmental Permit has been received byby Holdings or the Company, except for those that, individually or is Known toin the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effect. To the knowledge of Holdings and the Company, there are no pending or proposed changes in permit requirements that would require Holdings or the Company to make additional monetary payments in order to obtain, renew or comply with any Governmental Permit, except for those that, individually or in the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effect. (b) As of the date hereof, the Company does not have actual knowledge that: (i) Holdings and the Company do not own, hold or Seller; possess all required Governmental Permits, except where the failure to own, hold or possess the same, individually or in the aggregate, have not had and would not be reasonably likely to result in a material adverse effect on the value of any Owned Real Property or the real property subject to any Scheduled Lease or the ability to use any such real property as it is presently used; (iiiii) each of the any such Governmental Permits Permit is valid, subsisting and not valid or in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) the occurrence no suspension or cancellation of any breachsuch Governmental Permit has been threatened, except for matters that, individually or in the aggregate, have not had and would not be reasonably likely to result in a material adverse effect on the value of any Owned Real Property or the real property subject to any Scheduled Lease or the ability to use any such real property as it is presently used; and (iii) any written notice of cancellation, of default or forfeiture of rights thereunderany dispute concerning any such Governmental Permit, or (y) the consentof any event, approvalcondition or state of facts which constitutes or, after notice or act oflapse of time or both, would constitute a breach or default under any such Governmental Permit has been received by Holdings or the making Company, except for those that, individually or in the aggregate, have not had and would not be reasonably likely to result in a material adverse effect on the value of any filing with, Owned Real Property or the real property subject to any Governmental BodyScheduled Lease or the ability to use any such real property as it is presently used.

Governmental Permits. (a) The Company Except as set forth in Schedule 5.7(a), each of the Companies owns, holds or possesses, and, to the extent so required, each employee of the Company owns, holds or possesses, possesses all licenses, franchises, permits, privileges, immunities, approvals Consents, identification numbers, waivers, accreditations, and other authorizations from a Governmental Body which that are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business as conducted at any time during the Company three (3) years immediately prior to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 date of this Agreement (collectively, the herein collectively called “Governmental Permits”), except for those Governmental Permits as to which the failure of which to so own, hold could not, individually or in possess would not materially and adversely affect the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all of the material Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, and, to the Knowledge of Seller, was during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, except where such failure or inability to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectBusiness. (b) Each of the Companies has complied in all material respects with all terms and conditions of the Governmental Permits except for those Governmental Permits as to which the failure to so comply would not materially and adversely affect the Business. Schedule 5.7(b) contains a complete and accurate list of any Governmental Permit held by any Company. Each material Governmental Permit is in full force and effect. (c) Except as set forth in Schedule 5.9 5.7(c), no event has occurred, or condition or circumstance exists (including as could nota result of this Agreement or the consummation of the transactions contemplated hereby), individually or in the aggregate, which (A) should reasonably be expected to have constitute or result directly or indirectly in a Material Adverse Effect, (i) the Company and, Breach of or a failure to the Knowledge comply in any material respect with any term or requirement of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or(B) should reasonably be expected to result directly or indirectly in the revocation, after notice or lapse of time or bothwithdrawal, would permit revocation suspension, cancellation, or termination of of, or any modification to, any such Governmental Permit. (d) Except as set forth in Schedule 5.7(d), none of the Companies has received any written or (to the Knowledge of the Companies) oral notice, report, order, demand, request for information, citation, summons, complaint, notice of Breach or directive or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or which might adversely affect the rights potential Breach of the Company under any such term or requirement of any Governmental Permit; Permit or any investigation or hearing related thereto or (iiB) no notice of any actual, proposed, possible, or potential revocation, non-renewal, withdrawal, suspension, cancellation, of default or of any dispute concerning termination of, or modification to any Governmental Permit, or of any event, condition or state of facts described in . (e) All applications required to have been filed for the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each renewal of the Governmental Permits is validhave been duly filed on a timely basis with the appropriate Governmental Bodies, subsisting and in full force and effect and will continue in full force and effect all other material filings required to have been made with respect to such Governmental Permits have been duly made on a timely basis with the appropriate Governmental Bodies. Except as set forth on Schedule 5.7(e), each Company currently maintains all Governmental Permits required under the terms of and immediately after the Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental BodyMaterial Contracts.