Common use of Permits; Compliance with Law Clause in Contracts

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.15, which are addressed solely in that Section, CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have have, a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have, a CMFT Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and Section 5.13Sections 5.11, respectively5.12, which are solely 5.15, 5.16 or 5.17), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSections 5.15 or 5.17), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14 or Section 5.16, which are addressed solely in that Sectionthose Sections, CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.11, respectivelySection 5.14, which are solely Section 5.15 or Section 5.17), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14 or Section 5.16), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.11, which are addressed solely in that Section, CMFT CMR and each CMFT CMR Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT CMR and each CMFT CMR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CMR Permits”), and all such CMFT CMR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CMR Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CMR Material Adverse Effect. CMFT CMR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CMR Material Adverse Effect. No event has occurred with respect to any of the CMFT CMR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CMR Permits. Neither CMFT CMR nor any of the CMFT CMR Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCMR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CMR or the CMFT CMR Subsidiaries or the CMFT CMR Properties that impairs the validity of any CMFT CMR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CMR Permit, except where the impairment or revocation of any such CMFT CMR Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CMR Material Adverse Effect. (b) Since January 1, 2018, neither CMFT CMR nor any CMFT CMR Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT CMR or any CMFT CMR Subsidiary or by which any property or asset of CMFT CMR or any CMFT CMR Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively4.16, which are solely addressed in those Sections)) except, except in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CMR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT CCI and each CMFT CCI Subsidiary is in possession of all Permits necessary for CMFT CCI and each CMFT CCI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CCI Permits”), and all such CMFT CCI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CCI Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. CMFT CCI has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. No event has occurred with respect to any of the CMFT CCI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CCI Permits. Neither CMFT CCI nor any of the CMFT CCI Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCCI, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CCI or the CMFT CCI Subsidiaries or the CMFT CCI Properties that impairs the validity of any CMFT CCI Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CCI Permit, except where the impairment or revocation of any such CMFT CCI Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. (b) Since January 1, 2018, neither CMFT CCI nor any CMFT CCI Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT CCI or any CMFT CCI Subsidiary or by which any property or asset of CMFT CCI or any CMFT CCI Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13 and Section 5.13, respectively5.16, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.12, which are addressed solely in that Section, CMFT CCI and each CMFT CCI Subsidiary is in possession of all Permits necessary for CMFT CCI and each CMFT CCI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CCI Permits”), and all such CMFT CCI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CCI Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. CMFT CCI has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. No event has occurred with respect to any of the CMFT CCI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CCI Permits. Neither CMFT CCI nor any of the CMFT CCI Subsidiaries has received any notice indicatingof, nor nor, to the Knowledge of CMFTCCI, is there pending, any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CCI or the CMFT CCI Subsidiaries or the CMFT CCI Properties that impairs the validity of any CMFT CCI Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CCI Permit, except where the impairment or revocation of any such CMFT CCI Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. (b) Since January 1, 20182019, neither CMFT CCI nor any CMFT CCI Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT CCI or any CMFT CCI Subsidiary or by which any property or asset of CMFT CCI or any CMFT CCI Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 5.11, Section 5.12, and Section 5.13, respectively5.14, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.11, which are addressed solely in that Section, CMFT CMOF and each CMFT CMOF Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT CMOF and each CMFT CMOF Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CMOF Permits”), and all such CMFT CMOF Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CMOF Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CMOF Material Adverse Effect. CMFT CMOF has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CMOF Material Adverse Effect. No event has occurred with respect to any of the CMFT CMOF Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CMOF Permits. Neither CMFT CMOF nor any of the CMFT CMOF Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCMOF, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CMOF or the CMFT CMOF Subsidiaries or the CMFT CMOF Properties that impairs the validity of any CMFT CMOF Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CMOF Permit, except where the impairment or revocation of any such CMFT CMOF Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CMOF Material Adverse Effect. (b) Since January 1, 20182019, neither CMFT CMOF nor any CMFT CMOF Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT CMOF or any CMFT CMOF Subsidiary or by which any property or asset of CMFT CMOF or any CMFT CMOF Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively4.16, which are solely addressed in those Sections)) except, except in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CMOF Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Schedule 6.8 of the Seller Disclosure Schedule sets forth a true and complete list of all material authorizations, licenses, permits, certificates, approvals, variancesexemptions, exemptionsconsents, confirmations, orders, registrations, product registrations, concessions, franchises, certifications waivers and clearances that are of an Governmental or Regulatory Authority (including all authorizations under the subject FDA Act, the Public Health Services Act, the Controlled Substances Act and the regulations of Section 5.11, which are addressed solely in that Section, CMFT the FDA and each CMFT Subsidiary is in possession of all Permits the United States Drug Enforcement Agency promulgated thereunder) necessary for CMFT and each CMFT Subsidiary the Seller to use, test, manufacture, distribute, own, lease and, to and operate the extent applicable, operate its properties or Purchased Assets and to carry on its respective business substantially the Evamist Business as they are it is being conducted as of the date hereof (the “CMFT Required Permits”), and the Seller is in possession of all such CMFT Required Permits and all Required Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary The Evamist Business has been and is conducted by the Seller and its Subsidiaries in conflict with, or in default or violation of, any material compliance with all Required Permits and applicable Law applicable to CMFT or any CMFT Subsidiary or by which any property Purchased Asset is bound. (c) No Governmental or asset of CMFT Regulatory Authority has notified the Seller or any CMFT Subsidiary of its Subsidiaries that the Evamist Business or the Purchased Assets were or are in violation of any Law or Required Permit or the subject of any investigation in any jurisdiction where the Evamist Business is boundconducted; and, to the Knowledge of the Seller, there are no grounds for the same. (except d) No Governmental or Regulatory Authority has notified the Seller or any of its Subsidiaries of any facts or circumstances which would lead to any suspension, loss of or material modification to any Required Permit or refusal by a Governmental or Regulatory Authority to renew or accept for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for filing any such conflicts, defaults or violations thatRequired Permit on terms less advantageous, individually or in the aggregate, to the Seller and its Subsidiaries than the terms of those Required Permits currently in force and, to the Knowledge of the Seller, there are no facts or circumstances providing grounds for the same. (i) All applications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Required Permit of the FDA or other Governmental or Regulatory Authority relating to the Purchased Assets, when submitted to the FDA or other Governmental or Regulatory Authority were true, complete and correct in all material respects as of the date of submission and any legally necessary or required updates, changes, corrections or modifications to such applications, submissions, information, claims, reports or statistics have been submitted to FDA and other Governmental or Regulatory Authority. (ii) All pre-clinical and clinical trials conducted by or under the authority of the Seller with regard to the Purchased Assets were and are being conducted in material compliance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all applicable Laws promulgated by the FDA relating thereto, including without limitation the FDA Act and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56 and 312, as amended. (iii) There are no investigations, audits, actions or other proceedings pending with respect to a violation by the Seller or any of its Subsidiaries of the FDA Act or other applicable Law that would not reasonably be expected to result in administrative, civil or criminal liability, and, to the Knowledge of the Seller, there are no facts or circumstances existing that would reasonably be expected to serve as a basis for such an investigation, audit, action or other proceeding, in each case with respect to the Evamist Business. (iv) No Governmental or Regulatory Authority has commenced or threatened to initiate any action to withdraw the Evamist Product Registrations or request the recall of Evamist, or commenced or threatened to initiate any action to enjoin production of Evamist at any facility in the Evamist Territory, nor have the Seller or any of its Subsidiaries received any notice to such effect and, to the Knowledge of the Seller, there are no grounds for such action. (v) None of the employees of the Seller, the Seller or any of its Subsidiaries, or their collective officers or agents, have been disqualified or debarred by the FDA for any purpose, or have been charged with or convicted under United States federal Law for conduct relating to the development or approval or otherwise relating to the regulation of any drug product under the Generic Drug Enforcement Act of 1992, the FDA Act or any other similar Law or have made an untrue statement of a CMFT material fact to any Governmental or Regulatory Authority with respect to Evamist (whether in any submission to such Governmental or Regulatory Authority or otherwise), or failed to disclose a material fact required to be disclosed to any Governmental or Regulatory Authority with respect to Evamist. Neither the Seller or any of its Subsidiaries are the subject of any pending or, to the Knowledge of the Seller, threatened investigation in respect of the Seller of any of its Subsidiaries or its products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Adverse EffectFacts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.16 and Section 4.17, which are addressed solely in that Sectionthose Sections, CMFT Xxxx and each CMFT Xxxx Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Xxxx and each CMFT Xxxx Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Xxxx Permits”), and all such CMFT Xxxx Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Xxxx Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Xxxx Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the Xxxx Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Xxxx Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Xxxx Material Adverse Effect. Neither Xxxx nor any Xxxx Subsidiary has received any claim or notice nor has any Knowledge indicating that Xxxx or any Xxxx Subsidiary is currently not in compliance with the terms of any such Xxxx Permits, except where the failure to be in compliance with the terms of any such Xxxx Permits, individually or in the aggregate, would not reasonably be expected to have a Xxxx Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Xxxx nor any CMFT Xxxx Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Xxxx or any CMFT Xxxx Subsidiary or by which any property or asset of CMFT Xxxx or any CMFT Xxxx Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 4.15, Section 5.134.16, respectivelyor Section 4.17), which are solely or (ii) any Xxxx Permits (except for the Xxxx Permits addressed in those SectionsSection 4.16 or Section 4.17), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Xxxx Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT REIT I and each CMFT REIT I Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications, registrations and clearances of any Governmental Authority ("Permits") necessary for CMFT REIT I and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as they are being conducted as of the date hereof (the “CMFT "REIT I Permits”"), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the REIT I Permits have been duly filed on a timely basis with the appropriate Governmental Entity, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such REIT I Permits have been duly made on a timely basis with the CMFT Permits appropriate Governmental Entity, except in each case for failures to file which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would not result in the denial, revocation, impairment or invalidation of a REIT I Permit relating to any other material impairment of the rights of the holder of any such CMFT PermitsREIT I Property. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT I, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, REIT I Permit would not reasonably be expected to have a CMFT Material Adverse Effectadversely affect the ownership or operation of any material REIT I Property. (b) Since January 1, 2018, neither CMFT Neither REIT I nor any CMFT REIT I Subsidiary is, and for the past three years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT I or any CMFT REIT I Subsidiary or by which any property or asset of CMFT REIT I or any CMFT REIT I Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.134.16 which are solely addressed in those Sections), respectivelyor (ii) any REIT I Permits (except for the REIT I Permits addressed in Section 4.10 or Section 4.11, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the REIT II and each REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT II and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT II Permits”), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT II Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT II Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT II, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT PermitsREIT II Permit, individually, or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT II nor any CMFT REIT II Subsidiary is, and for the past three years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT II or any CMFT REIT II Subsidiary or by which any property or asset of CMFT REIT II or any CMFT other REIT II Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, and Section 5.13, respectively, which are solely addressed in those Sections), except or (ii) any REIT II Permits, except, in each case, for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.17 and Section 5.18, which are addressed solely in that Sectionthose Sections, CMFT Spirit and each CMFT Spirit Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Spirit and each CMFT Spirit Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Spirit Permits”), and all such CMFT Spirit Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Spirit Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Spirit Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Spirit Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Spirit Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Spirit Material Adverse Effect. Neither Spirit nor any Spirit Subsidiary has received any claim or notice nor has any Knowledge indicating that Spirit or any Spirit Subsidiary is currently not in compliance with the terms of any such Spirit Permits, except where the failure to be in compliance with the terms of any such Spirit Permits, individually or in the aggregate, would not reasonably be expected to have a Spirit Material Adverse Effect. (b) Since January 1Neither Spirit, 2018, neither CMFT nor any CMFT Spirit Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Spirit, or any CMFT Spirit Subsidiary or by which any property or asset of CMFT Spirit or any CMFT Spirit Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.12, Section 5.135.14, respectivelySection 5.16 or Section 5.17), which are solely or (ii) any Spirit Permits (except for Spirit Permits addressed in those SectionsSection 5.17 or Section 5.18), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Spirit Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.17 or Section 4.18, which are addressed solely in that Sectionthose Sections, CMFT Colonial and each CMFT Colonial Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Colonial and each CMFT Colonial Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Colonial Permits”), and all such CMFT Colonial Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Colonial Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Colonial Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the Colonial Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Colonial Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Colonial Material Adverse Effect. Neither Colonial nor any Colonial Subsidiary has received any claim or notice nor has any Knowledge indicating that Colonial or any Colonial Subsidiary is currently not in compliance with the terms of any such Colonial Permits, except where the failure to be in compliance with the terms of any such Colonial Permits, individually or in the aggregate, would not reasonably be expected to have a Colonial Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Colonial nor any CMFT Colonial Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Colonial or any CMFT Colonial Subsidiary or by which any property or asset of CMFT Colonial or any CMFT Colonial Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 4.16, Section 5.134.17, respectivelyor Section 4.18), which are solely or (ii) any Colonial Permits (except for the Colonial Permits addressed in those SectionsSection 4.17 or Section 4.18), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Colonial Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT Parent and each CMFT Parent Subsidiary have been operated at all times and currently are in compliance with all Laws applicable to Parent and each Parent Subsidiary and neither Parent nor any Parent Subsidiary is in possession of all Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession violation of, or the failure to be valid or in full force and effect ofhas violated, any of the CMFT PermitsLaws applicable to Parent or any Parent Subsidiary, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay for violations which would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Parent and each Parent Subsidiary has been and is in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 all permits, licenses, franchises, certificates, authorizations, variances, exceptions, orders, consents, approvals, authorizations of and Section 5.13registrations with and under all Laws, respectivelyand from all Governmental Entities required by Parent and each of its Subsidiaries to own, which are solely addressed in those Sectionslease and/or operate their respective properties or other assets or to carry on their respective businesses as currently conducted (the "Parent Permits"), except where the failure to have or be in compliance with the Parent Permits would not have a Material Adverse Effect. All such Parent Permits are in full force and effect and none of the Parent Permits will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement. (c) To Parent's knowledge, all Persons to whom Parent and the Parent Subsidiaries provide management services are, to the extent applicable, (i) certified for participation in the Medicare and Medicaid programs; and (ii) in substantial compliance with the conditions of participation of such programs and have received all approvals and/or qualifications necessary to receive reimbursement under these programs, except where the failure to be so certified or to be in such compliance would not have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received notice from the regulatory authorities which enforce the statutory or regulatory provisions in respect of either the Medicare or Medicaid program of any pending or threatened investigations of Parent, and neither Parent nor any of its Subsidiaries has any reason to believe that any such conflictsinvestigations or surveys are pending, defaults threatened or violations that, individually or in the aggregate, imminent which would not reasonably be expected to have a CMFT Parent Material Adverse Effect. (d) Parent and the Parent Subsidiaries are in material compliance with the corporate practice of medicine laws and regulations in all applicable jurisdictions. None of Parent, any Parent Subsidiary, or any director, officer or employee of Parent or any Parent Subsidiary has been excluded from participation in any Federal health care program or State health care program (as such terms are defined by the Social Security Act.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances Permits that are the subject of Section 5.115.14 or Section 5.16, which are addressed solely in that Sectionthe subject of the representations and warranties made therein, CMFT Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits Permits, including building permits and certificates of occupancy, necessary for CMFT Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (collectively, the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. All fees and assessments due and payablepayable by Parent, Parent Operating Partnership or any other Parent Subsidiary, in each case, in connection with all the Parent Permits, have been paid, expect where the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. None of Parent, Parent Operating Partnership or any Parent Subsidiary has received as of the date hereof, any written claim or notice indicating that, nor to the knowledge of Parent is, Parent, Parent Operating Partnership or any other Parent Subsidiary currently not in compliance with the terms of any such Permits Parent Permits, except where the failure to pay be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which a Parent Permit that permits, or after notice or lapse of time or both would permit, revocation the suspension, revocation, termination or termination thereof or would result in any other material impairment of such Parent Permit (or the rights of the holder thereunder), and no suspension, cancellation, revocation or material impairment of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicatingParent Permit is pending, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries knowledge of Parent, threatened, except, in each case, where such suspension, revocation, cancellation or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expectedmaterial impairment, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. (b) Since None of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary is or has since January 1, 20182021, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.11, respectivelySection 5.14, Section 5.16 or Section 5.17, which are solely the subject of the representations and warranties made therein), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14, which are solely the subject of the representations made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. (c) Each of Parent, each Parent Subsidiary and their respective controlled Affiliates (including in each case any of their officers, directors or employees) have complied in all material respects with applicable Anti-Corruption Laws. Neither Parent nor any Parent Subsidiary nor, to the knowledge of Parent, any director, officer or Representative of Parent or any Parent Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither Parent nor any Parent Subsidiary has received any written communication that alleges that it, or any of its respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14, which are addressed solely in that Section, CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.14, respectivelySection 5.15 or Section 5.17), which are solely or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the REIT I and each REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT I and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT I Permits”), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT I Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT I Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT I Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT I, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT I nor any CMFT REIT I Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT I or any CMFT REIT I Subsidiary or by which any property or asset of CMFT REIT I or any CMFT other REIT I Subsidiary is bound, or (except for compliance with Laws addressed ii) any REIT I Permits, except, in Section 5.11 and Section 5.13each case, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.14 or Section 4.15, which are addressed solely in that Sectionthose Sections, CMFT Parent and each CMFT Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent and each CMFT Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any written claim or written notice nor has any Knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) Neither Parent nor any Parent Subsidiary has been in conflict with, or in default or violation of (i) any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound (except for Laws addressed in Section 4.14 or Section 4.15, which are addressed solely in those Sections), or (ii) any Parent Permits (except for the Parent Permits addressed in Section 4.15, which are addressed solely in that Section), except in each case for any such conflicts, defaults or violations that have been cured or, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no investigation, review or proceeding by any Governmental Authority with respect to Parent or any Parent Subsidiary or their properties or operations is pending or, to the Knowledge of Parent, threatened in writing, and, to the Knowledge of Parent, no Governmental Authority has indicated an intention to conduct the same.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT SST IV and each CMFT SST IV Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT SST IV and each CMFT SST IV Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT SST IV Permits”), and all such CMFT SST IV Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT SST IV Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SST IV Material Adverse Effect. CMFT SST IV has paid all fees and assessments due and payable, in each case, in connection with all such Permits Permits, except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT SST IV Material Adverse Effect. No event has occurred with respect to any of the CMFT SST IV Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT SST IV Permits. Neither CMFT SST IV nor any of the CMFT SST IV Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTSST IV, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT SST IV or the CMFT SST IV Subsidiaries or the CMFT SST IV Properties that impairs the validity of any CMFT SST IV Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT SST IV Permit, except where the impairment or revocation of any such CMFT SST IV Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SST IV Material Adverse Effect. (b) Since January 1, 2018, neither CMFT SST IV nor any CMFT SST IV Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT SST IV or any CMFT SST IV Subsidiary or by which any property or asset of CMFT SST IV or any CMFT SST IV Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively, 4.16 which are solely addressed in those Sections) or (ii) any SST IV Permits (except for the SST IV Permits addressed in Section 4.11, which are solely addressed in that Section), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT SST IV Material Adverse Effect. . There is no material Action to which SST IV or any SST IV Subsidiary is a party (either as plaintiff or defendant) pending or, to the Knowledge of SST IV, threatened before any Governmental Authority and, to the Knowledge of SST IV, there is no basis for any such Action. Neither SST IV nor any SST IV Subsidiary has been permanently or temporarily enjoined by any Order from engaging in or continuing to conduct the business of SST IV or the SST IV Subsidiaries. No Order has been issued in any proceeding to which SST IV or any of the SST IV Subsidiaries is or was a party, or, to the Knowledge of SST IV, in any other proceeding, that enjoins or requires SST IV or any of the SST IV Subsidiaries to take action of any kind with respect to its businesses, assets or properties. Since December 31, 2017, none of SST IV, any SST IV Subsidiary or any Representative of the foregoing has received or made any settlement offer for any material Action to which SST IV or any SST IV Subsidiary is a party or potentially could be a party (in each case, either as plaintiff or defendant), other than settlement offers that do not exceed $500,000 individually.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.16 and Section 5.17, which are addressed solely in that Sectionthose Sections, CMFT Parent and each CMFT Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including building permits and certificates of occupancy, necessary for CMFT Parent and each CMFT Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure All applications required to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any been filed for the renewal of the CMFT Parent Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of have been duly filed on a timely basis with the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsfailure to do so would not, individually, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and all other filings required to have been made with respect to such Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Parent nor any Parent Subsidiary has received any written notice from a Governmental Authority asserting a failure, or possible failure, to comply with any Company Permit, the subject of which written notice has not been resolved prior to the date of this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such notice, except for such failures as would not reasonably be expected to have have, individually or in the aggregate, a CMFT Parent Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Parent nor any CMFT Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law or Order applicable to CMFT Parent, or any CMFT Parent Subsidiary or by which any property or asset of CMFT Parent or any CMFT Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.12, Section 5.135.15, respectively, Section 5.16 or Section 5.17 which are solely addressed in those Sections), or (ii) any Parent Permits (except for Parent Permits addressed in Section 5.16 or Section 5.17 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (ai) Except for the authorizationsTidelands has all permits, licenses, permits, certificates, approvals, variancesauthorizations and registrations under all federal, exemptionsstate, orders, franchises, certifications local and clearances that are foreign laws (the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits necessary “Permits”) required for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or Tidelands to carry on its respective business substantially as they are being presently conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would obtain such Permits could not reasonably be expected to have a CMFT Material Adverse Effect. CMFT Tidelands is in compliance in all material respects with the terms and conditions of each such Permit and has paid all fees and assessments due and payable, received no written notice that it is in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to violation of any of the CMFT Permits which permitsterms or conditions of such Permits. (ii) Tidelands has complied with all laws, regulations, ordinances, rules, and orders applicable to it or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permitits business, except where the impairment or revocation of for any such CMFT Permits, individually, or in the aggregate, would non-compliance which could not reasonably be expected to have a CMFT Material Adverse Effect, including, without limitation, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act and Regulation V, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act and Regulation C, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act and Regulation E, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Financial Protection Act, the Foreign Corrupt Practices Act, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law or regulation relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection, money laundering prevention, foreign assets control, Sections 23A and 23B of the Federal Reserve Act and Regulation W, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. (biii) Since January 1Section 3.3(b)(iii) of the Disclosure Memorandum contains a list of any known violations of such laws, 2018regulations, neither CMFT nor ordinances, rules or orders by any CMFT Subsidiary present officer, director, or employee of Tidelands, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(f) of Regulation S-K promulgated by the SEC. No past violation of any such law, regulation, ordinance, rule or order has occurred which could impair the right or ability of Tidelands to conduct its business. (iv) Except as set forth in Section 3.3(b)(iv) of the Disclosure Memorandum, no notice, inquiry or warning from any governmental authority with respect to any failure or alleged or possible failure of Tidelands to comply in any respect with any law, regulation, ordinance, rule or order has been in conflict withreceived, or in default or violation ofnor, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset the knowledge of CMFT or any CMFT Subsidiary Tidelands, is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults notice or violations that, individually warning proposed or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effectthreatened.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.16 and Section 5.17, which are addressed solely in that Sectionthose Sections, CMFT Parent and each CMFT Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including building permits and certificates of occupancy, necessary for CMFT Parent and each CMFT Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure All applications required to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any been filed for the renewal of the CMFT Parent Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of have been duly filed on a timely basis with the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsfailure to do so would not, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect, and all other filings required to have been made with respect to such Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any Knowledge indicating that Parent or any Parent Subsidiary currently is not in compliance with the terms of any Parent Permit. (b) Since January 1, 2018, neither CMFT Neither Parent nor any CMFT Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law or Order applicable to CMFT Parent, or any CMFT Parent Subsidiary or by which any property or asset of CMFT Parent or any CMFT Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.12, Section 5.135.15, respectively, Section 5.16 or Section 5.17 which are solely addressed in those Sections), or (ii) any Parent Permits (except for Parent Permits addressed in Section 5.16 or Section 5.17 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT SOR II and each CMFT SOR II Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT SOR II and each CMFT SOR II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT SOR II Permits”), and all such CMFT SOR II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT SOR II Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SOR II Material Adverse Effect. CMFT SOR II has paid all fees and assessments due and payable, in each case, in connection with all such Permits Permits, except where failure to pay would not have a CMFT SOR II Material Adverse Effect. No event has occurred with respect to any of the CMFT SOR II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT SOR II Permits. Neither CMFT SOR II nor any of the CMFT SOR II Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTSOR II, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT SOR II or the CMFT SOR II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT SOR II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT SOR II Permit, except where the impairment or revocation of any such CMFT SOR II Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SOR II Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither SOR II nor any CMFT SOR II Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, (i) any Law applicable to CMFT SOR II or any CMFT SOR II Subsidiary or by which any property or asset of CMFT SOR II or any CMFT SOR II Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively4.14, which are solely addressed in those Sections), or (ii) any SOR II Permits (except for SOR II Permits addressed in Section 4.10 or Section 4.11, which are solely addressed in those Sections) except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT SOR II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.11, which are addressed solely in that Section, CMFT CCPT V and each CMFT CCPT V Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT CCPT V and each CMFT CCPT V Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CCPT V Permits”), and all such CMFT CCPT V Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CCPT V Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCPT V Material Adverse Effect. CMFT CCPT V has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CCPT V Material Adverse Effect. No event has occurred with respect to any of the CMFT CCPT V Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CCPT V Permits. Neither CMFT CCPT V nor any of the CMFT CCPT V Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCCPT V, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CCPT V or the CMFT CCPT V Subsidiaries or the CMFT CCPT V Properties that impairs the validity of any CMFT CCPT V Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CCPT V Permit, except where the impairment or revocation of any such CMFT CCPT V Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCPT V Material Adverse Effect. (b) Since January 1, 2018, neither CMFT CCPT V nor any CMFT CCPT V Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT CCPT V or any CMFT CCPT V Subsidiary or by which any property or asset of CMFT CCPT V or any CMFT CCPT V Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively, 4.16 which are solely addressed in those Sections) or (ii) any CCPT V Permits (except for the CCPT V Permits addressed in Section 4.11, which are solely addressed in that Section), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CCPT V Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CMFT REIT II and each CMFT REIT II Subsidiary is in possession of all Permits necessary for CMFT REIT II and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as they are being conducted as of the date hereof (the “CMFT "REIT II Permits”"), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the REIT II Permits have been duly filed on a timely basis with the appropriate Governmental Entity, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such REIT II Permits have been duly made on a timely basis with the CMFT Permits which permitsappropriate Governmental Entity, or after notice or lapse of time or both except in each case for failures to file which, would permit, revocation or termination thereof or would not result in the denial, revocation, impairment or invalidation of a REIT II Permit relating to any other material impairment of the rights of the holder of any such CMFT PermitsREIT II Property. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT II, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, REIT II Permit would not reasonably be expected to have a CMFT Material Adverse Effectadversely affect the ownership or operation of any material REIT II Property. (b) Since January 1, 2018, neither CMFT Neither REIT II nor any CMFT REIT II Subsidiary is, and for the past one (1) year has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT II or any CMFT REIT II Subsidiary or by which any property or asset of CMFT REIT II or any CMFT REIT II Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13 and Section 5.135.14 which are solely addressed in those Sections), respectivelyor (ii) any REIT II Permits (except for the REIT II Permits addressed in Section 5.10 or Section 5.11, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the AMH and each AMH Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11any Governmental Authority and accreditation and certification agencies, which are addressed solely in that Sectionbodies or other organizations, CMFT including building permits and certificates of occupancy, necessary for AMH and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT AMH Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT AMH Permits”), and all such CMFT the AMH Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT AMH Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT an AMH Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the AMH Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such AMH Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT an AMH Material Adverse Effect. Neither AMH nor any AMH Subsidiary has received any claim or notice nor has any Knowledge indicating that AMH or any AMH Subsidiary is currently not in compliance with the terms of any such AMH Permits, except where the failure to be in compliance with the terms of any such AMH Permits, individually or in the aggregate, would not reasonably be expected to have an AMH Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither AMH nor any CMFT AMH Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT AMH or any CMFT AMH Subsidiary or by which any property or asset of CMFT AMH or any CMFT AMH Subsidiary is bound, or (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)ii) any AMH Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT an AMH Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.113.17 or Section 3.18, which are addressed solely in that Sectionthose Sections, CMFT the Company and each CMFT Company Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT the Company and each CMFT Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Company Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such CMFT Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, of any of the CMFT Company Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written claim or written notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary has been in conflict with, or in default or violation of, or received notice of non-compliance with respect to (i) any Law or order applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 3.16, Section 3.17, or Section 3.20, which are addressed solely in those Sections), or (ii) any Company Permits (except for the Company Permits addressed in Section 3.17 or Section 3.20, which are addressed solely in those Sections), except in each case for any such conflicts, defaults or violations that have been cured or, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Authority with respect to the Company or any Company Subsidiary or their properties or operations is pending or, to the Knowledge of the Company, threatened in writing, and, to the Knowledge of the Company, no Governmental Authority has indicated an intention to conduct the same.

Permits; Compliance with Law. (a) Except for the REIT II and each REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT II and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT II Permits”), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT II Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT II Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT II, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT II nor any CMFT REIT II Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT II or any CMFT REIT II Subsidiary or by which any property or asset of CMFT REIT II or any CMFT other REIT II Subsidiary is bound, or (except for compliance with Laws addressed ii) any REIT II Permits, except, in Section 5.11 and Section 5.13each case, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT REIT I and each CMFT REIT I Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications, registrations and clearances of any Governmental Authority (“Permits”) necessary for CMFT REIT I and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as they are being conducted as of the date hereof (the “CMFT REIT I Permits”), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT I Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT I Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT I Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT I, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT I nor any CMFT REIT I Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT I or any CMFT REIT I Subsidiary or by which any property or asset of CMFT REIT I or any CMFT REIT I Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.134.16 which are solely addressed in those Sections), respectivelyor (ii) any REIT I Permits (except for the REIT I Permits addressed in Section 4.10 or Section 4.11, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.17 or Section 4.18, which are addressed solely in that Sectionthose Sections, CMFT ARPI and each CMFT ARPI Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT ARPI and each CMFT ARPI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT ARPI Permits”), and all such CMFT the ARPI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT ARPI Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT an ARPI Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the ARPI Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of the CMFT ARPI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of have been duly made on a timely basis with the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT an ARPI Material Adverse Effect. Neither ARPI nor any ARPI Subsidiary has received any claim or notice nor has any Knowledge indicating that ARPI or any ARPI Subsidiary is currently not in material compliance with the terms of any material ARPI Permit. (b) Since January 1, 2018, neither CMFT Neither ARPI nor any CMFT ARPI Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT ARPI or any CMFT ARPI Subsidiary or by which any property or asset of CMFT ARPI or any CMFT ARPI Subsidiary is bound, bound (except for compliance with Laws any Law addressed in Section 5.11 and 4.16, Section 5.134.17 or Section 4.18), respectively, which are solely or (ii) any ARPI Permits (except for the ARPI Permits addressed in those SectionsSection 4.17 or Section 4.18), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT an ARPI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CMFT SmartStop and each CMFT SmartStop Subsidiary is in possession of all Permits necessary for CMFT SmartStop and each CMFT SmartStop Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT SmartStop Permits”), and all such CMFT SmartStop Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT SmartStop Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SmartStop Material Adverse Effect. CMFT SmartStop has paid all fees and assessments due and payable, in each case, in connection with all such Permits Permits, except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT SmartStop Material Adverse Effect. No event has occurred with respect to any of the CMFT SmartStop Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT SmartStop Permits. Neither CMFT SmartStop nor any of the CMFT SmartStop Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTSmartStop, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT SmartStop or the CMFT SmartStop Subsidiaries or the CMFT SmartStop Properties that impairs the validity of any CMFT SmartStop Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT SmartStop Permit, except where the impairment or revocation of any such CMFT SmartStop Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SmartStop Material Adverse Effect. (b) Since January 1, 2018, neither CMFT SmartStop nor any CMFT SmartStop Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT SmartStop or any CMFT SmartStop Subsidiary or by which any property or asset of CMFT SmartStop or any CMFT SmartStop Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13, Section 5.16 and Section 5.135.17, respectively, which are solely addressed in those SectionsSections),or (ii) any SmartStop Permits (except for the SmartStop Permits addressed in Section 5.11, which are solely addressed in that Section), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT SmartStop Material Adverse Effect. . There is no material Action to which SmartStop or any SmartStop Subsidiary is a party (either as plaintiff or defendant) pending or, to the Knowledge of SmartStop, threatened before any Governmental Authority and, to the Knowledge of SmartStop, there is no basis for any such Action. Neither SmartStop nor any SmartStop Subsidiary has been permanently or temporarily enjoined by any Order from engaging in or continuing to conduct the business of SmartStop or the SmartStop Subsidiaries. No Order has been issued in any proceeding to which SmartStop or any of the SmartStop Subsidiaries is or was a party, or, to the Knowledge of SmartStop, in any other proceeding, that enjoins or requires SmartStop or any of the SmartStop Subsidiaries to take action of any kind with respect to its businesses, assets or properties. Since December 31, 2017, none of SmartStop, any SmartStop Subsidiary or any Representative of the foregoing has received or made any settlement offer for any material Action to which SmartStop or any SmartStop Subsidiary is a party or potentially could be a party (in each case, either as plaintiff or defendant), other than settlement offers that do not exceed $2,500,000 individually.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14, which are addressed solely in that Section, CMFT Parent, Parent LP, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Parent LP, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. None of Parent, Parent LP or any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018Parent LP, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Parent LP, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Parent LP, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.11, respectivelySection 5.14, Section 5.15 or Section 5.17, which are solely the subject of the representations made therein), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14, which are the subject of the representations made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.14, which are addressed solely in that Sectiontherein, CMFT the Company and each CMFT Subsidiary of its Subsidiaries is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT the Company and each CMFT Subsidiary of its Subsidiaries to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT "Company Permits”"), and all such CMFT Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Company Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Company Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Company Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any claim, notice or other communication (whether oral or written) nor has any knowledge indicating that the Company or any of its Subsidiaries is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since Neither the Company nor any of its Subsidiaries is or since January 1, 2018, neither CMFT nor any CMFT Subsidiary 2013 has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT the Company or any CMFT Subsidiary of its Subsidiaries or by which any property or asset assets of CMFT the Company or any CMFT Subsidiary of its Subsidiaries is bound, bound (except for compliance with Laws addressed in Section 5.11 and 4.10, Section 5.134.14, respectivelySection 4.17 or Section 4.18), which are solely or (ii) any Company Permits (except for the Company Permits addressed in those SectionsSection 4.14), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received, at any time since January 1, 2013, any written notice or other written communication from any Governmental Authority or any other Person regarding, nor has any knowledge of, any actual, alleged, possible, or potential violation of, or failure to comply with, any Law, except for any such violations or failures that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CMFT SOR and each CMFT SOR Subsidiary is in possession of all Permits necessary for CMFT SOR and each CMFT SOR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT SOR Permits”), and all such CMFT SOR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT SOR Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT SOR Material Adverse Effect. CMFT SOR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT SOR Material Adverse Effect. No event has occurred with respect to any of the CMFT SOR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT SOR Permits. Neither CMFT SOR nor any of the CMFT SOR Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTSOR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT SOR or the CMFT SOR Subsidiaries or the CMFT Properties that impairs the validity of any CMFT SOR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT SOR Permit, except where the impairment or revocation of any such CMFT PermitsSOR Permit, individually, or in the aggregate, would not reasonably be expected to have a CMFT SOR Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither SOR nor any CMFT SOR Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, (i) any Law applicable to CMFT SOR or any CMFT SOR Subsidiary or by which any property or asset of CMFT SOR or any CMFT SOR Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13 and Section 5.13, respectively5.14, which are solely addressed in those Sections), or (ii) any SOR Permits (except for the SOR Permits addressed in Section 5.10 or Section 5.11, which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT SOR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.17 or Section 4.18, which are addressed solely in that Sectionthose Sections, CMFT Post and each CMFT Post Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Post and each CMFT Post Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Post Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a Post Material Adverse Effect. All such CMFT Post Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Post Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Post Material Adverse Effect. All applications required to have been filed for the renewal of the Post Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Post Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, would not reasonably be expected to have a Post Material Adverse Effect. Neither Post nor any Post Subsidiary has received any written claim or written notice nor has any Knowledge indicating that Post or any Post Subsidiary is currently not in compliance with the terms of any such Post Permits, except where the failure to be in compliance with the terms of any such Post Permits, individually or in the aggregate, would not reasonably be expected to have a Post Material Adverse Effect. (b) Since January 1, 2014, neither Post nor any Post Subsidiary has been in conflict with, or in default or violation of (i) any Law applicable to Post or any Post Subsidiary or by which any property or asset of Post or any Post Subsidiary is bound (except for Laws addressed in Section 4.16, Section 4.17, or Section 4.18), or (ii) any Post Permits (except for the Post Permits addressed in Section 4.17 or Section 4.18), except in each case for any such conflicts, defaults or violations that have been cured, or, individually or in the aggregate, would not reasonably be expected to have a Post Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT GCEAR and each CMFT GCEAR Subsidiary is in possession of all Permits necessary for CMFT GCEAR and each CMFT GCEAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT GCEAR Permits”), and all such CMFT GCEAR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT GCEAR Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT GCEAR Material Adverse Effect. CMFT GCEAR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT GCEAR Material Adverse Effect. No event has occurred with respect to any of the CMFT GCEAR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT GCEAR Permits. Neither CMFT GCEAR nor any of the CMFT GCEAR Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTGCEAR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT GCEAR or the CMFT GCEAR Subsidiaries or the CMFT GCEAR Properties that impairs the validity of any CMFT GCEAR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT GCEAR Permit, except where the impairment or revocation of any such CMFT GCEAR Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT GCEAR Material Adverse Effect. (b) Since January 1, 2018, neither CMFT GCEAR nor any CMFT GCEAR Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT GCEAR or any CMFT GCEAR Subsidiary or by which any property or asset of CMFT GCEAR or any CMFT GCEAR Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT GCEAR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14, which are addressed solely in that Section, CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.11, respectivelySection 5.14, which are solely Section 5.15 or Section 5.17), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CMFT REIT II and each CMFT REIT II Subsidiary is in possession of all Permits necessary for CMFT REIT II and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as they are being conducted as of the date hereof (the “CMFT REIT II Permits”), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT II Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT II Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT II, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT II nor any CMFT REIT II Subsidiary is, and for the past one (1) year has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT II or any CMFT REIT II Subsidiary or by which any property or asset of CMFT REIT II or any CMFT REIT II Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13 and Section 5.135.14 which are solely addressed in those Sections), respectivelyor (ii) any REIT II Permits (except for the REIT II Permits addressed in Section 5.10 or Section 5.11, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.16 and Section 4.17, which are addressed solely in that Sectionthose Sections, CMFT Company and each CMFT Company Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, registrations, waivers, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including building permits and certificates of occupancy, necessary for CMFT Company and each CMFT Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Company Permits”), and all such CMFT Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Company Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure All applications required to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any been filed for the renewal of the CMFT Company Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of have been duly filed on a timely basis with the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsfailure to do so would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Company nor any Company Subsidiary has received any written notice from a Governmental Authority asserting a failure, or possible failure, to comply with any Company Permit, the subject of which written notice has not been resolved prior to the date of this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such notice, except for such failures as would not reasonably be expected to have have, individually or in the aggregate, a CMFT Company Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Company nor any CMFT Company Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law or Order applicable to CMFT Company or any CMFT Company Subsidiary or by which any property or asset of CMFT Company or any CMFT Company Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively4.12, which are addressed solely addressed in those Sectionssuch Section), except or (ii) any Company Permits, except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have have, individually or in the aggregate, a CMFT Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14, which are addressed solely in that Sectiontherein, CMFT Parent and each CMFT Subsidiary of its Subsidiaries is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent and each CMFT Subsidiary of its Subsidiaries to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT "Parent Permits”"), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received any claim, notice or other communication (whether oral or written) nor has any knowledge indicating that Parent or any of its Subsidiaries is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since None of Parent, Merger Sub or any other Subsidiary of Parent is or since January 1, 2018, neither CMFT nor any CMFT Subsidiary 2013 has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Subsidiary of Parent or by which any property or asset assets of CMFT Parent, Merger Sub or any CMFT other Subsidiary of Parent is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.14, respectively, which are solely Section 5.17 or Section 5.18) or (ii) any Parent Permits (except for the Parent Permits addressed in those SectionsSection 5.14), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. None of Parent, Merger Sub or any other Subsidiary of Parent has received, at any time since January 1, 2013, any written notice or other written communication from any Governmental Authority or any other Person regarding, nor has any knowledge of, any actual, alleged, possible, or potential violation of, or failure to comply with, any Law, except for any such violations or failures that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the Parent, Merger Sub and each other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11any Governmental Authority and accreditation and certification agencies, which are addressed solely in that Sectionbodies or other organizations, CMFT including building permits and certificates of occupancy, necessary for Parent, Merger Sub and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, or (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)ii) any Parent Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.11, which are addressed solely in that Section, CMFT CCIT II and each CMFT CCIT II Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT CCIT II and each CMFT CCIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CCIT II Permits”), and all such CMFT CCIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CCIT II Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCIT II Material Adverse Effect. CMFT CCIT II has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CCIT II Material Adverse Effect. No event has occurred with respect to any of the CMFT CCIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CCIT II Permits. Neither CMFT CCIT II nor any of the CMFT CCIT II Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCCIT II, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CCIT II or the CMFT CCIT II Subsidiaries or the CMFT CCIT II Properties that impairs the validity of any CMFT CCIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CCIT II Permit, except where the impairment or revocation of any such CMFT CCIT II Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCIT II Material Adverse Effect. (b) Since January 1, 2018, neither CMFT CCIT II nor any CMFT CCIT II Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT CCIT II or any CMFT CCIT II Subsidiary or by which any property or asset of CMFT CCIT II or any CMFT CCIT II Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively, 4.16 which are solely addressed in those Sections) or (ii) any CCIT II Permits (except for the CCIT II Permits addressed in Section 4.11, which are solely addressed in that Section), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CCIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14, which are addressed solely in that Section, CMFT and Parent, Merger Sub, each CMFT other Parent Subsidiary and, to the Knowledge of Parent, Weichai Westport is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub, each other Parent Subsidiary and each CMFT Subsidiary Weichai Westport to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid all fees and assessments due and payableNone of Parent, in each caseany Parent Subsidiary or, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTParent, Weichai Westport has received any claim or notice nor has any Knowledge indicating that Parent or any Parent Subsidiary is there any pending applicable petition, objection or other pleading currently not in compliance with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity terms of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permitsuch Parent Permits, except where the impairment or revocation failure to be in compliance with the terms of any such CMFT Parent Permits, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. (b) Since None of Parent, Merger Sub, any other Parent Subsidiary or, to the Knowledge of Parent, Weichai Westport is or has, since January 1, 20182013, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub, any other Parent Subsidiary or any CMFT Subsidiary Weichai Westport or by which any property or asset of CMFT Parent, Merger Sub, any other Parent Subsidiary or any CMFT Subsidiary Weichai Westport is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.11, respectivelySection 5.14, Section 5.15 or Section 5.17, which are solely the subject of the representations and warranties made therein), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. (c) Since January 1, 2013, none of Parent, any Parent Subsidiary or, the Knowledge of Parent, Weichai Westport, or, to the Knowledge of Parent, any of their respective officers or employees, directly or indirectly, has (i) made or received any Prohibited Payment; (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment. (d) Each of Parent and the Parent Subsidiaries and, to the Knowledge of Parent, Weichai Westport has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years: (i) each of Parent and the Parent Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States; (ii) each of Parent and the Parent Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations; (iii) none of Parent and the Parent Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations; (iv) there are no pending or, to Parent’s Knowledge, threatened claims or Actions against or involving Parent or any of the Parent Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations; (v) there are no actions, conditions or circumstances pertaining to Parent’s or any Parent Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority; (vi) to Parent’s Knowledge, none of Parent, any Parent Subsidiary or, to the Knowledge of Parent, Weichai Westport is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United States.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CMFT REIT II and each CMFT REIT II Subsidiary is in possession of all Permits necessary for CMFT REIT II and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT II Permits”), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect. CMFT REIT II has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse EffectPermits. No event has occurred with respect to any of the CMFT REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT II Permits. Neither CMFT REIT II nor any of the CMFT REIT II Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTREIT II, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT REIT II Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT II nor any CMFT REIT II Subsidiary is, and for the past three (3) years, has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT II or any CMFT REIT II Subsidiary or by which any property or asset of CMFT REIT II or any CMFT REIT II Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13 and Section 5.135.14 and which are solely addressed in those Sections), respectivelyor (ii) any REIT II Permits (except for the REIT II Permits addressed in Section 5.10 or Section 5.11, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the Glimcher and each Glimcher Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits any Governmental Authority necessary for CMFT and each CMFT Subsidiary the Glimcher Entities to own, lease and, to the extent applicable, operate its their properties or to carry on its their respective business substantially as they are it is being conducted as of the date hereof of this Agreement (the “CMFT Glimcher Permits”), and all such CMFT Glimcher Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Glimcher Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Glimcher Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the Glimcher Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Glimcher Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Glimcher Material Adverse Effect. Since January 1, 2012, neither Glimcher nor any Glimcher Subsidiary has received any claim or notice from a Governmental Authority nor has any knowledge indicating that Glimcher or any Glimcher Subsidiary is currently not in compliance with the terms of any such Glimcher Permits, except where the failure to be in compliance with the terms of any such Glimcher Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Glimcher Material Adverse Effect. (b) Since January 1, 20182012, neither CMFT Glimcher nor any CMFT Glimcher Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Glimcher or any CMFT Glimcher Subsidiary or by which any property or asset of CMFT Glimcher or any CMFT Glimcher Subsidiary is bound, bound or (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)ii) any Glimcher Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Glimcher Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Section 2.1(a)(viii) of the Seller Disclosure Letter sets forth a true and complete list of all authorizations, licenses, permits, certificates, approvals, variancesconsents, exemptionsconfirmations, orders, franchises, certifications waivers and clearances that are of Governmental Entities (including all authorizations under the subject Federal Food, Drug and Cosmetic Act of Section 5.111938, which are addressed solely in that Sectionas amended (the “FDCA”) and the Public Health Services Act, CMFT and each CMFT Subsidiary is in possession the regulations of all Permits the United States Food and Drug Administration (the “FDA”) promulgated thereunder) (each, a “Permit”) necessary for CMFT Seller and each CMFT Subsidiary Seller Sub to own, lease and, to and operate the extent applicable, operate its properties or Conveyed Assets and to carry on its respective business substantially the Business as they are it is being conducted as of the date hereof (the “CMFT Required Permits”). Except as set forth on Section 3.4(a) of the Seller Disclosure Letter, (i) Seller or Seller Sub is in possession of all Required Permits, (ii) the Business has been and is conducted in compliance with all such CMFT Required Permits and Laws applicable to the Business or by which any Conveyed Asset is bound or affected, (iii) all Required Permits are valid and in full force and effect, except (iv) since January 1, 1998, no Governmental Entity has served written notice upon Seller or Seller Sub that Seller or Seller Sub, the Business or the Conveyed Assets were or are in violation of any Law or Required Permit in any jurisdiction where the failure Business is conducted and, to be in possession ofthe knowledge of Seller, there are no grounds for the same, and (v) since January 1, 1998, neither Seller nor Seller Sub has received written notice from any Governmental Entity that there are any circumstances existing which would lead to any loss of any Required Permit or the failure refusal to be valid or in full force and effect ofrenew any Required Permit on terms not substantially less advantageous, any of the CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payableSeller or Seller Sub than the terms of those Required Permits currently in force, except, in the case of each caseof clauses (i) through (v) above, in connection with all for such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permitsnotices, or after notice or lapse of time or both would permitviolations, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicatinggrounds, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or circumstances and losses which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations thatnot, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. As of the date hereof, except as set forth in Section 3.4(a) of the Seller Disclosure Letter, there are no outstanding orders, injunctions or decrees of any Governmental Entity that apply to the Conveyed Assets that restrict the ownership, disposition or use of the Conveyed Assets by Seller or Seller Sub or the conduct of the Business by Seller or Seller Sub, in each case, in any material respect. (i) Except as set forth on Section 3.4(b)(i) of the Seller Disclosure Letter, Seller has prepared and submitted each BLA and IND to the FDA in compliance, in all material respects, with all applicable Laws. Each BLA has been approved by, and, since January 1, 1998, through to the date hereof, neither Seller nor Seller Sub has received any notice in writing from any Governmental Entity which has, or reasonably should have, led Seller or Seller Sub to believe that any BLA is not currently in good standing with the FDA. Since January 1, 1998, through to the date hereof, no IND has been the subject of a clinical hold notice from the FDA, and since January 1, 1998, through to the date hereof, neither Seller nor Seller Sub has received any notice in writing from any Governmental Entity which has, or reasonably should have, led Seller or Seller Sub to believe that any currently active IND is not currently in good standing with the FDA. To Seller’s knowledge, since January 1, 1998, Seller has filed with the FDA all material notices, supplemental applications and annual or other reports required to be filed by Seller, including adverse experience reports, with respect to each BLA and IND which is material to the conduct of the Business. To Seller’s knowledge, with respect to each BLA that has been approved by the FDA and each IND, the applicant for such BLA or IND, as applicable, and all Persons performing operations on behalf of Seller covered by such BLA or IND, as applicable, acted in compliance in all material respects with all applicable Laws, including the FDCA, the Public Health Service Act, and applicable FDA regulations, including 21 C.F.R. Parts 312 et seq., and 21 C.F.R. Parts 600 et seq., respectively, and in all material respects with the terms and conditions of each such BLA and IND. (ii) Except as set forth on Section 3.4(b)(ii) of the Seller Disclosure Letter, since January 1, 1998 through to the date hereof: (A) Seller has not received any notice in writing that any Governmental Entity (including the FDA) has commenced, or threatened to, initiate any action to withdraw its approval or request the recall, market withdrawal or replacement of LEUKINE, or commenced or threatened to initiate any action to enjoin production of LEUKINE at any facility; and (B) Seller has not issued a “Dear Doctor” letter and there has not been any occurrence of any product recall, market withdrawal or replacement conducted by or on behalf of Seller with respect to LEUKINE. (iii) To Seller’s knowledge, all manufacturing operations currently conducted by Seller or Seller Sub relating to the manufacturing of LEUKINE are being conducted in compliance in all material respects with applicable current good manufacturing practices as set forth in 21 C.F.R. Parts 210, 211, and 610. (iv) Seller has made available to Purchaser copies of all material (A) reports of inspection observations generated between January 1, 1998 and the date hereof, (B) establishment inspection reports generated between January 1, 1998 and the date hereof and (C) warning letters as well as any other documents received by Seller from the FDA between January 1, 1998 and the date hereof, in each case, relating to LEUKINE or arising out of the conduct of the Business that assert ongoing material lack of compliance with any applicable Laws (including those of the FDA) by Seller.

Permits; Compliance with Law. (a) Except for Each of Mercury and any Mercury Subsidiaries which holds or has been issued any consent, finding of suitability, license, permit, approval, waiver or other authorization from any Gaming Authority or under any Gaming Laws (the authorizations“Mercury Licensed Parties”) and each of (i) their respective directors, managers, officers, key employees and Persons performing management functions similar to directors, managers, officers or key employees and (ii) their equity holders who may have been required to be licensed and found suitable under applicable Gaming Laws (collectively, the Persons described in clauses (i) and (ii), the “Mercury Related Parties”), hold all material consents, findings of suitability, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are waivers or other authorizations from any Gaming Authority or under any Gaming Laws necessary to comply with applicable Gaming Laws in the subject of Section 5.11, jurisdictions in which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT Subsidiary to the Mercury Licensed Parties currently own, lease andlease, and/or operate a casino (the “Mercury Related Party Permits ”) and are in material compliance with the terms of the Mercury Related Party Permits. (b) No Mercury Licensed Party or, to the extent applicableMercury Licensed Parties’ knowledge, operate its properties Mercury Related Parties, has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority relating to carry on its respective business substantially as they are being conducted as any violation or possible violation of any Gaming Laws that did or would be reasonably likely to result in a negative outcome to any finding of suitability proceedings currently pending, or any application or proceeding for the Gaming Approvals necessary for the consummation of the date hereof (Mergers and the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effectother transactions contemplated by this Agreement, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, such negative outcome would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees prevent or delay the ability of Mercury and assessments due the Mercury Parties to consummate the Mergers and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effectthe other transactions contemplated by this Agreement. No event Mercury Licensed Party or, to the Mercury Licensed Parties’ knowledge, Mercury Related Parties, has occurred received notice of any proceeding or review by any Governmental Authority under any Gaming Law with respect to any of Mercury Licensed Party or, to the CMFT Permits which permitsMercury Licensed Parties’ knowledge, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties Mercury Related Party that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, expected to result in a negative outcome to any finding of suitability proceedings currently pending, or any application or proceeding for the revocation Gaming Approvals necessary for the consummation of the Mergers and the other transactions contemplated by this Agreement. To the Mercury Licensed Parties’ knowledge, with respect to the Mercury Licensed Parties and the Mercury Related Parties only, there are no facts, which if known to the Gaming Authorities, will or would reasonably be expected to (i) result in the denial, revocation, limitation or suspension of any CMFT Permit, except where license currently held under the impairment or revocation of any such CMFT Permits, individuallyGaming Laws, or (ii) result in a negative outcome to any finding of suitability proceedings currently pending, or any application or proceeding for the Gaming Approvals necessary for the consummation of the Mergers and the other transactions contemplated by this Agreement, except, in the aggregatecase of clauses (i) and (ii), where such denial, revocation, limitation or suspension or negative outcome would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT prevent or delay beyond the Outside Date the ability of the Mercury Licensed Parties to consummate the Mergers and the other transactions contemplated by this Agreement. Neither the Mercury Licensed Parties nor any CMFT Subsidiary Mercury Related Party has been suffered a suspension or revocation of any license held under the Gaming Laws necessary to conduct the business and operations of the Mercury Licensed Parties in conflict with, each of the jurisdictions in which the Mercury Licensed Parties own or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effectoperate gaming facilities.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.11, which are addressed solely in that Section, CMFT INAV and each CMFT INAV Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT INAV and each CMFT INAV Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT INAV Permits”), and all such CMFT INAV Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT INAV Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT an INAV Material Adverse Effect. CMFT INAV has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT an INAV Material Adverse Effect. No event has occurred with respect to any of the CMFT INAV Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT INAV Permits. Neither CMFT INAV nor any of the CMFT INAV Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTINAV, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT INAV or the CMFT INAV Subsidiaries or the CMFT INAV Properties that impairs the validity of any CMFT INAV Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT INAV Permit, except where the impairment or revocation of any such CMFT INAV Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT an INAV Material Adverse Effect. (b) Since January 1, 20182019, neither CMFT INAV nor any CMFT INAV Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT INAV or any CMFT INAV Subsidiary or by which any property or asset of CMFT INAV or any CMFT INAV Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively, 4.16 which are solely addressed in those Sections) or (ii) any INAV Permits (except for the INAV Permits addressed in Section 4.11, which are solely addressed in that Section), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT an INAV Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Each of the Acquired Companies is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, ordersOrders, franchises, certifications and clearances that are (the subject “Permits”) of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits any Governmental Authority necessary for CMFT and each CMFT Subsidiary such Acquired Company to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Permits”)conducted, and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay Except as would not have reasonably be expected to have, individually or in the aggregate, a CMFT Company Material Adverse Effect. No , no event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, the suspension, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries The Company has not received any notice indicatingwritten notice, nor or to the Knowledge of CMFTthe Company, is there other notice of any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties Acquired Companies that impairs or threatens to impair the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the suspension, revocation or termination of any CMFT Permit, except where the impairment such suspension, revocation or revocation termination of any such CMFT PermitsPermit, individually, or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect. (b) Since January 1None of the Acquired Companies is, 2018and for the past three years has been, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT or any CMFT Subsidiary of the Acquired Companies or by which any property property, right or asset of CMFT or any CMFT Subsidiary of the Acquired Companies is bound, or (except for compliance with Laws addressed ii) any Permits, except, in Section 5.11 and Section 5.13each case, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the REIT I and each REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT I and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT I Permits”), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT I Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT I Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT I Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT I, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT PermitsREIT I Permit, individually, or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT I nor any CMFT REIT I Subsidiary is, and for the past three years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT I or any CMFT REIT I Subsidiary or by which any property or asset of CMFT REIT I or any CMFT other REIT I Subsidiary is bound, or (except for compliance with Laws addressed ii) any REIT I Permits, except, in Section 5.11 and Section 5.13each case, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT SIR and each CMFT SIR Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT SIR and each CMFT SIR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT SIR Permits”), and all such CMFT SIR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT SIR Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SIR Material Adverse Effect. CMFT SIR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT SIR Material Adverse Effect. No event has occurred with respect to any of the CMFT SIR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT SIR Permits. Neither CMFT SIR nor any of the CMFT SIR Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTSIR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT SIR or the CMFT SIR Subsidiaries or the CMFT its Properties that impairs the validity of any CMFT SIR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT SIR Permit, except where the impairment or revocation of any such CMFT SIR Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT SIR Material Adverse Effect. (b) Since January 1, 20182016, neither CMFT SIR nor any CMFT SIR Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT SIR or any CMFT SIR Subsidiary or by which any property or asset of CMFT SIR or any CMFT SIR Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.13, respectively, 4.14 which are solely addressed in those Sections), or (ii) any SIR Permits (except for the SIR Permits addressed in Section 4.10 or Section 4.11 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT SIR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the DCB is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits any Governmental Entity necessary for CMFT and each CMFT Subsidiary it to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT DCB Permits”), and all such CMFT DCB Permits are valid and in full force and effecteffect and, to the knowledge of DCB, no suspension or cancellation of any of them is threatened, except where the failure to be in possession have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any of the CMFT PermitsDCB Permits would not, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred Effect with respect to any DCB or that are set forth in Section 4.8(a) of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse EffectDCB Disclosure Schedule. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or DCB is not in default or violation of, of (a) any Law DCB Permits or (b) any Laws applicable to CMFT or any CMFT Subsidiary DCB or by which any property or asset of CMFT DCB is bound or any CMFT Subsidiary is boundaffected, (except for compliance with Laws addressed in Section 5.11 including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act and Section 5.13, respectively, which are solely addressed in those Sections)all other fair lending laws and other laws relating to discriminatory business practices, except in each case for any such conflicts, defaults or violations thatthat would not, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse EffectEffect with respect to DCB. (c) DCB has not received written notice of any regulatory concerns regarding DCB’s compliance with the Bank Secrecy Act or related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (d) DCB has adopted such procedures and policies as are, in the reasonable judgment of DCB management, necessary or appropriate to comply with Title III of the USA Patriot Act and, to the knowledge of DCB, is in such compliance. (e) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, including, without limitation, the FRB, FDIC and DFI, or except as set forth in Section 4.8(e) of the DCB Disclosure Schedule, no investigation or review by any Governmental Entity with respect to DCB is pending or, to the knowledge of DCB, threatened, nor has DCB received since January 1, 2010, any notification or communication from any Governmental Entity (i) asserting that DCB is not in compliance, in any material respect, with any of the Laws which such Governmental Entity enforces or (ii) threatening to revoke any DCB Permit (nor, to the knowledge of DCB, do any grounds for any of the foregoing exist).

Permits; Compliance with Law. (a) Except for Seller possesses all Permits, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the authorizationscase may be, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or and to carry on its respective business substantially as they are being conducted as now conducted. All of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure . Seller has fulfilled and performed all of its obligations with respect to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No and no event has occurred with respect to any of the CMFT Permits which permitsallows, or after notice or lapse of time or both would permitcould allow, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT PermitsPermit. Neither CMFT nor Seller has not received notice of any Proceeding relating to revocation or modification of the CMFT Subsidiaries has received any such Permit and is not in receipt of any letter or notice indicating, nor to the Knowledge of CMFT, is there from any pending applicable petition, objection or other pleading with any relevant PRC Governmental Authority having jurisdiction or authority over the operations notifying it of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitPermits issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out by Seller. All filings and registrations with the PRC Governmental Authorities required, except where if any, in respect of Seller and its operations including, without limitation, the impairment or revocation registrations with the State Administration of any such CMFT PermitsIndustry and Commerce, individuallyState Administration for Foreign Exchange, or tax bureau and customs authorities have been duly completed in accordance with the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effectrelevant PRC rules and regulations. (b) Since January 1Seller has complied with all relevant PRC laws and regulations regarding the contribution and payment of its registered share capital, 2018the payment schedule of which has been approved by the relevant PRC Government Authorities. (c) As to Permits requisite for the conduct of any part of Seller’s which is subject to periodic renewal, neither CMFT nor Seller, Txxxxx Xxxx and Harbin Tech Full Industry Co., Ltd. have no Knowledge of any CMFT Subsidiary grounds on which such requisite renewals will not be granted by the relevant PRC Governmental Authorities. (d) Seller is and has been in conflict with, or compliance with and is not in default or violation of, under any Law applicable to CMFT Seller or any CMFT Subsidiary of its properties, assets or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effectbusinesses.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.15 and Section 5.16, which are addressed solely in that Sectionthose sections, CMFT Absorbing Company and each CMFT Absorbing Company Subsidiary is in possession of all Permits material authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including material permits and certificates necessary for CMFT Absorbing Company and each CMFT Absorbing Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business businesses substantially as they are being conducted as of the date hereof (the “CMFT Absorbing Company Permits”), and all such CMFT Absorbing Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Absorbing Company Permits, individually, individually or in the aggregate, has not had, and would not reasonably be expected to have a CMFT have, an Absorbing Company Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure All applications required to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any been filed for the renewal of the CMFT Absorbing Company Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of have been duly filed on a timely basis with the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsfailure to do so, individually, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, and all other filings required to have been made with respect to such Absorbing Company Permits have been duly made on a CMFT timely basis with the appropriate Governmental Authority, except where the failure to do so, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect. Neither Absorbing Company nor any Absorbing Company Subsidiary has since January 1, 2015 received any written notice from the applicable Governmental Authority that Absorbing Company or any Absorbing Company Subsidiary currently is not in compliance with the terms of any Absorbing Company Permits, except for any such noncompliance that has been cured prior to the date hereof or that has not had, and would not reasonably be expected to have, individually or in the aggregate, an Absorbing Company Material Adverse Effect. (b) Since Neither Absorbing Company nor any Absorbing Company Subsidiary is or has been since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been 2015 in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Absorbing Company or any CMFT Absorbing Company Subsidiary or by which any property or asset of CMFT Absorbing Company or any CMFT Absorbing Company Subsidiary is bound, or (ii) any Absorbing Company Permits (except for compliance with Laws Absorbing Company Permits addressed in Section 5.11 and 5.15 or Section 5.13, respectively, 5.16 which are addressed solely addressed in those Sectionssections), except except, in each case ((i) and (ii)), for any such conflicts, defaults or violations that, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect. To the Knowledge of Absorbing Company, there are no existing applications, petitions to deny or other Actions pending or threatened before the FCC or any other Governmental Authority that, individually or in the aggregate, have a CMFT had, or reasonably would be expected to have, an Absorbing Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the REIT I and each REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT I and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT REIT I Permits”), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT I Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT I Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT I Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT I, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT I nor any CMFT REIT I Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT I or any CMFT REIT I Subsidiary or by which any property or asset of CMFT REIT I or any CMFT other REIT I Subsidiary is bound, or (except for compliance with Laws addressed ii) any REIT I Permits, except, in Section 5.11 and Section 5.13each case, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances that are the subject of Section 5.114.17, which are addressed solely in that Sectionthose Sections, CMFT Hammer and each CMFT Hammer Subsidiary is in possession of all Permits authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances of any Governmental Authority necessary for CMFT Hammer and each CMFT Hammer Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business business, substantially as they are being conducted as of the date hereof (the “CMFT Hammer Permits”), and all such CMFT Hammer Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Hammer Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Hammer Material Adverse Effect. CMFT has paid all fees and assessments due and payableTo the Knowledge of Hammer, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No no event has occurred with respect to any of the CMFT Hammer Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Hammer Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTHammer, there is there not pending or threatened any pending applicable Action, petition, objection objection, inquiry, investigation or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT Hammer or the CMFT Hammer Subsidiaries or the CMFT Properties that impairs would reasonably be expected to materially impair the validity of any CMFT Hammer Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Hammer Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Hammer nor any CMFT Hammer Subsidiary is, and for the past three (3) years neither Hammer nor any Hammer Subsidiary has been in conflict with, or in default or violation of, non-compliance with (i) any Law applicable to CMFT Hammer or any CMFT Hammer Subsidiary or by which any property or asset of CMFT Hammer or any CMFT Hammer Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 4.10, Section 5.134.12, respectivelySection 4.13, or Section 4.17 which are solely addressed in those Sections), or (ii) any Hammer Permits (except for the Hammer Permits addressed in Section 4.17 which are solely addressed in those Sections or such past non-compliance has been remedied and imposes no continuing material cost or obligations on Hammer or any Hammer Subsidiary), except, in each case, for any such conflicts, defaults or violations non-compliance that, individually or in the aggregate, would not reasonably be expected to have a CMFT Hammer Material Adverse Effect. (c) Hammer and the Hammer Subsidiaries are, and since January 1, 2014 have been, conducting their operations at all times in compliance in all material respects with applicable Anti-Corruption Laws. Since January 1, 2014, neither Hammer nor any Hammer Subsidiary, nor, to the Knowledge of Hammer, any director, officer or employee of, or any agent or other Person acting on behalf of, Hammer or any of the Hammer Subsidiaries has (i) unlawfully made, incurred or provided any contribution, payment, benefit, donation, gift, entertainment or other expense relating to political activity; (ii) unlawfully made, or taken an act in furtherance of an offer, promise or authorization of, any direct or indirect payment or benefit to any government official or employee, including any employee or official of any government- owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing; or (iii) made, offered, agreed, requested or accepted any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, donation, kickback or other unlawful or improper payment or benefit, in the case of each of clauses (i) through (iii) of this Section 4.9(c), in connection with the operation of the businesses of Hammer and the Hammer Subsidiaries. Since January 1, 2014, Hammer and the Hammer Subsidiaries have had an operational and effective Anti-Corruption Law compliance program that includes, at a minimum, policies, procedures and training intended to enhance awareness of compliance by Hammer and the Hammer Subsidiaries with applicable Anti-Corruption Laws. Since January 1, 2014, neither Hammer nor any Hammer Subsidiary has been investigated, to the Knowledge of Hammer, by any Governmental Authority with respect to, or has been given notice by a Governmental Authority or any other Person of, any actual or alleged violation by Hammer or any of the Hammer Subsidiaries of any Anti-Corruption Laws. To the Knowledge of Hammer, there have been no false or fictitious entries made in the books and records of Hammer or any of the Hammer Subsidiaries relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback, donation or other illegal or improper payment, and neither Hammer nor any of the Hammer Subsidiaries have established or maintained a secret or unrecorded fund. (d) Hammer and the Hammer Subsidiaries are, and since January 1, 2014 have been, conducting their operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of all Anti-Money Laundering Laws. Hammer and the Hammer Subsidiaries have established and maintain a system of internal controls designed to ensure compliance in all material respects by Hammer and the Hammer Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (e) Neither Hammer nor any of the Hammer Subsidiaries, nor, to the Knowledge of Hammer, any director, officer or employee of, or any agent or other person acting on behalf of, Hammer or any of the Hammer Subsidiaries, is currently a Sanctioned Person. For the past five years, Hammer and the Hammer Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person in violation of Law.

Permits; Compliance with Law. (a) Except for the Parent, Parent LP, REIT Merger Sub, Partnership Merger Sub and each other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11any Governmental Authority and accreditation and certification agencies, which are addressed solely in that Sectionbodies or other organizations, CMFT including building permits and certificates of occupancy, necessary for Parent, Parent LP, REIT Merger Sub, Partnership Merger Sub and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. None of Parent, Parent LP or any Parent Subsidiary has received as of the date hereof, any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018Parent LP, neither CMFT nor REIT Merger Sub, Partnership Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Parent LP, REIT Merger Sub, Partnership Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Parent LP, REIT Merger Sub, Partnership Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.10, Section 5.135.11, respectivelySection 5.14, Section 5.15 or Section 5.17, which are solely the subject of the representations made therein), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.14, which are the subject of the representations made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Parent, Acquisition Sub and the authorizationsParent Subsidiaries hold all permits, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications orders and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession approvals of all Permits Governmental Entities necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its lawful conduct of their respective business substantially as they are being conducted as of the date hereof businesses (the “CMFT Parent Permits”), except for failures to hold such permits, licenses, variances, exemptions, orders and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would approvals that could not reasonably be expected to have a CMFT Material Adverse Effectmaterial adverse effect on Parent. CMFT has paid all fees Parent, Acquisition Sub and assessments due and payable, the Parent Subsidiaries are in each case, in connection compliance with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any the terms of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Parent Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would failure so to comply could not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1material adverse effect on Parent, 2018Acquisition Sub and the Parent Subsidiaries, neither CMFT nor any CMFT Subsidiary has been taken as a whole. Except as disclosed in conflict with, the Parent SEC Documents or in default Section 4.12 of the Disclosure Schedule, to the best knowledge of Parent, the businesses of Parent, Acquisition Sub and the Parent Subsidiaries are not being conducted in violation of any law, ordinance or violation of, regulation of any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)Governmental Entity, except for any such conflicts, defaults or possible violations that, individually or in the aggregate, would that could not reasonably be expected to have a CMFT Material Adverse Effect.material adverse effect on Parent, Acquisition Sub and the Parent Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the Merger. As of the date of this Agreement, no investigation, inquiry or review by any Governmental Entity with respect to Parent, Acquisition Sub or any Parent Subsidiary is pending or, to the best knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation, inquiry or review, other than, in each case, those the outcome of which could not be reasonably expected to have a material adverse effect on Parent or prevent or materially delay the consummation of the Merger. Parent is and at all times has been in full compliance with the Xxxxxxxx-Xxxxx act of 2002 (“Sarbanes”). In furtherance of this representation, and without limiting the foregoing, Parent has taken those actions set forth on Section

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11‎‎Section 5.14, which are addressed solely in that Section, CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and Section 5.13‎‎Section 5.10, respectively‎‎Section 5.11, which are solely ‎‎Section 5.14, ‎‎Section 5.15 or ‎‎Section 5.17), or (ii) any Parent Permits (except for Parent Permits addressed in those Sections‎‎Section 5.14), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances that are the subject of Section 5.114.15 and Section 4.16, which are addressed solely in that Sectionthose Sections, CMFT Frontier and each CMFT Frontier Subsidiary is in possession of all Permits authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances of any Governmental Authority necessary for CMFT Frontier and each CMFT Frontier Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business business, including the making of pawn loans and other consumer loans, substantially as they are being conducted as of the date hereof (the “CMFT Frontier Permits”), and all such CMFT Frontier Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Frontier Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Frontier Material Adverse Effect. CMFT has paid all fees and assessments due and payableTo the Knowledge of Frontier, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No no event has occurred with respect to any of the CMFT Frontier Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Frontier Permits, except where the revocation, termination or material impairment would not reasonably be expected to have a Frontier Material Adverse Effect. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTFrontier, there is there not pending or threatened any pending applicable Action, petition, objection objection, inquiry, investigation or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT Frontier or the CMFT Frontier Subsidiaries or the CMFT Properties that impairs would reasonably be expected to impair the validity of any CMFT Frontier Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Frontier Permit, except where the revocation, termination or material impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Frontier Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Frontier nor any CMFT Frontier Subsidiary is, and for the past three (3) years neither Frontier nor any Frontier Subsidiary has been in conflict with, or in default or violation of, non-compliance with (i) any Law applicable to CMFT Frontier or any CMFT Frontier Subsidiary or by which any property or asset of CMFT Frontier or any CMFT Frontier Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 4.11, Section 5.134.12, respectivelySection 4.15, or Section 4.16 which are solely addressed in those Sections), or (ii) any Frontier Permits (except for the Frontier Permits addressed in Section 4.15 or Section 4.16 which are solely addressed in those Sections or such past non-compliance has been remedied and imposes no continuing material cost or obligations on Frontier or any Frontier Subsidiary), except, in each case, for any such conflicts, defaults or violations non-compliance that, individually or in the aggregate, would not reasonably be expected to have a CMFT Frontier Material Adverse Effect. (c) Frontier and the Frontier Subsidiaries are, and since January 1, 2013 have been, conducting their operations at all times in compliance in all material respects with applicable Anti-Corruption Laws. Since January 1,2013, neither Frontier nor any Frontier Subsidiary, nor, to the Knowledge of Frontier, any director, officer or employee of, or any agent or other Person acting on behalf of, Frontier or any of the Frontier Subsidiaries has (i) unlawfully made, incurred or provided any contribution, payment, benefit, donation, gift, entertainment or other expense relating to political activity; (ii) unlawfully made, or taken an act in furtherance of an offer, promise or authorization of, any direct or indirect payment or benefit to any government official or employee, including any employee or official of any government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing; or (iii) made, offered, agreed, requested or accepted any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, donation, kickback or other unlawful or improper payment or benefit, in the case of each of clauses (i) through (iii) of this Section 4.9(c), in connection with the operation of the businesses of Frontier and the Frontier Subsidiaries. Since January 1, 2013, Frontier and the Frontier Subsidiaries have had an operational and effective Anti-Corruption Law compliance program that includes, at a minimum, policies, procedures and training intended to enhance awareness of compliance by Frontier and the Frontier Subsidiaries with applicable Anti-Corruption Laws. Since January 1, 2013, neither Frontier nor any Frontier Subsidiary has been investigated, to the Knowledge of Frontier, by any Governmental Authority with respect to, or has been given notice by a Governmental Authority or any other Person of, any actual or alleged violation by Frontier or any of the Frontier Subsidiaries of any Anti-Corruption Laws. To the Knowledge of Frontier, there have been no false or fictitious entries made in the books and records of Frontier or any of the Frontier Subsidiaries relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback, donation or other illegal or improper payment, and neither Frontier nor any of the Frontier Subsidiaries have established or maintained a secret or unrecorded fund. (d) Frontier and the Frontier Subsidiaries are, and since January 1, 2013 have been, conducting their operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of all anti-money laundering laws administered or enforced by any Governmental Authority in jurisdictions where Frontier and the Frontier Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). Frontier and the Frontier Subsidiaries have established and maintain a system of internal controls designed to ensure compliance in all material respects by Frontier and the Frontier Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (e) Neither Frontier nor any of the Frontier Subsidiaries, nor, to the Knowledge of Frontier, any director, officer or employee of, or any agent or other person acting on behalf of, Frontier or any of the Frontier Subsidiaries, is currently a Sanctioned Person. For the past five (5) years, Frontier and the Frontier Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person in violation of Law.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances that are the subject of Section 5.115.15 and Section 5.16, which are addressed solely in that Sectionthose Sections, CMFT Cowboy and each CMFT Cowboy Subsidiary is in possession of all Permits authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances of any Governmental Authority necessary for CMFT Cowboy and each CMFT Cowboy Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business business, including the making of pawn loans and consumer loans, substantially as they are being conducted as of the date hereof (the “CMFT Cowboy Permits”), and all such CMFT Cowboy Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Cowboy Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Cowboy Material Adverse Effect. CMFT has paid all fees and assessments due and payableTo the Knowledge of Cowboy, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No no event has occurred with respect to any of the CMFT Cowboy Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Cowboy Permits, except where the revocation, termination or material impairment would not reasonably be expected to have a Cowboy Material Adverse Effect. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTCowboy, there is there not pending or threatened any pending applicable Action, petition, objection objection, inquiry, investigation or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT Cowboy or the CMFT Cowboy Subsidiaries or the CMFT Properties that impairs would reasonably be expected to impair the validity of any CMFT Cowboy Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Cowboy Permit, except where the revocation or material impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Cowboy Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither Cowboy nor any CMFT Cowboy Subsidiary is, and for the past three (3) years neither Cowboy nor any Cowboy Subsidiary has been been, in conflict with, or in default or violation of, non-compliance with (i) any Law applicable to CMFT Cowboy or any CMFT Cowboy Subsidiary or by which any property or asset of CMFT Cowboy or any CMFT Cowboy Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.11, Section 5.135.12, respectivelySection 5.15, or Section 5.16 which are solely addressed in those SectionsSections or such past non-compliance has been remedied and imposes no continuing material cost or obligations on Cowboy or any Cowboy Subsidiary), or (ii) any Cowboy Permits (except for the Cowboy Permits addressed in Section 5.15 or Section 5.16 which are solely addressed in those Sections or such past non-compliance has been remedied and imposes on continuing material cost or obligations on Cowboy or any Cowboy Subsidiary), except, in each case, for any such conflicts, defaults or violations non-compliance that, individually or in the aggregate, would not reasonably be expected to have a CMFT Cowboy Material Adverse Effect. (c) Cowboy and the Cowboy Subsidiaries are, and since January 1, 2013 have been, conducting their operations at all times in compliance in all material respects with applicable Anti-Corruption Laws. Since January 1,2013, neither Cowboy nor any Cowboy Subsidiary, nor, to the Knowledge of Cowboy, any director, officer or employee of, or any agent or other Person acting on behalf of, Cowboy or any of the Cowboy Subsidiaries has (i) unlawfully made, incurred or provided any contribution, payment, benefit, donation, gift, entertainment or other expense relating to political activity; (ii) unlawfully made, or taken an act in furtherance of an offer, promise or authorization of, any direct or indirect payment or benefit to any government official or employee, including any employee or official of any government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing; or (iii) made, offered, agreed, requested or accepted any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, donation, kickback or other unlawful or improper payment or benefit, in the case of each of clauses (i) through (iii) of this Section 5.9(c), in connection with the operation of the businesses of Cowboy and the Cowboy Subsidiaries. Since January 1, 2013, Cowboy and the Cowboy Subsidiaries have had an operational and effective Anti-Corruption Law compliance program that includes, at a minimum, policies, procedures and training intended to enhance awareness of compliance by Cowboy and the Cowboy Subsidiaries with applicable Anti-Corruption Laws. Since January 1, 2013, neither Cowboy nor any Cowboy Subsidiary has been investigated, to the Knowledge of Cowboy, by any Governmental Authority with respect to, or has been given notice by a Governmental Authority or any other Person of, any actual or alleged violation by Cowboy or any of the Cowboy Subsidiaries of any Anti-Corruption Laws. To the Knowledge of Cowboy, there have been no false or fictitious entries made in the books and records of Cowboy or any of the Cowboy Subsidiaries relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback, donation or other illegal or improper payment, and neither Cowboy nor any of the Cowboy Subsidiaries have established or maintained a secret or unrecorded fund. (d) Cowboy and the Cowboy Subsidiaries are, and since January 1, 2013 have been, conducting their operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of all Anti-Money Laundering Laws. Cowboy and the Cowboy Subsidiaries have established and maintain a system of internal controls designed to ensure compliance in all material respects by Cowboy and the Cowboy Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws. (e) Neither Cowboy nor any of the Cowboy Subsidiaries, nor, to the Knowledge of Cowboy, any director, officer or employee of, or any agent or other person acting on behalf of, Cowboy or any of the Cowboy Subsidiaries, is currently a Sanctioned Person. For the past five (5) years, Cowboy and the Cowboy Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person in violation of Law.

Permits; Compliance with Law. (ai) Except for the Each of Surge and, to Surge’s Knowledge, SWAI holds, and since January 1, 2016, has held, all material authorizations, licenses, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, easements, exemptions, ordersregistrations, franchises, certifications licenses and clearances that are of any Governmental Entity (the subject “Permits”) necessary for the operation of Section 5.11its business as currently conducted, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of (ii) all Permits necessary for CMFT and each CMFT Subsidiary to own, lease held by Surge (“Surge Permits”) and, to Surge’s Knowledge, all Permits held by SWAI necessary for the extent applicable, operate its properties or to carry on its respective operation of Surge’s business substantially as they currently conducted are being conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect ofand (iii) each of Surge and, any to Surge’s Knowledge, SWAI is, and since January 1, 2016 has been, operating in material compliance with the terms of its Permits. Section 2.6(a) of the CMFT Surge Disclosure Schedule sets forth all Surge Permits, individuallyincluding the names of the Surge Permits and their respective dates of issuance and expiration, copies of which have been made available to Motor. No filing with, notice to or consent from any Governmental Entity is required in connection with the Transactions in order for a Surge Permit to remain in full force and effect following the Closing. To the Knowledge of Surge, there are no facts or circumstances indicating that any Surge Permit necessary to conduct the business will be withdrawn or that there has been any failure to receive or obtain any required Surge Permit. All fees and charges with respect to Surge Permits due prior to the Closing Date have been timely paid in full. (i) Surge is, and since January 1, 2016 has been, in compliance in all material respects with all Laws and Orders applicable to Surge or any assets owned or used by Surge and (ii) Surge has not received any written communication since January 1, 2016 from a Governmental Entity that alleges that Surge has, at any time, not been in compliance with any such Law or Order or threatening to rescind, revoke, suspend, modify or not renew any Surge Permit and there has not been any investigation or inquiry by a Governmental Entity pending or, to the Knowledge of Surge, threatened against Surge at any time since January 1, 2016. Surge is not a party to any Order that: (x) materially restricts its conduct of its business or assets; or (y) would otherwise reasonably be expected to, either individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Surge Material Adverse Effect. (bc) Since January 1, 20182016, neither CMFT nor Surge nor, to the Knowledge of Surge, any CMFT Subsidiary has been in conflict withRepresentatives acting on its behalf, have, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments, or failed to disclose fully any such contributions in default violation of Law; (ii) given, offered, promised, or violation ofauthorized to give, any Law applicable money or thing of value to CMFT any foreign or domestic Government Official corruptly for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of Surge; or (iii) given, offered, promised, or authorized to give, any money or thing of value to a Government Official or any CMFT Subsidiary other Person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, any laws enacted pursuant to, or by which any property or asset arising under, the OECD Convention on Combating Bribery of CMFT Foreign Public Officials in International Business Transactions, or any CMFT Subsidiary is boundother applicable laws or regulations relating to bribery or corruption (collectively, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections“Anti-Corruption Laws”), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the REIT II and each REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT II and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT II Permits”), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT II Material Adverse Effect. No event has occurred with respect to any of the CMFT material REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT material REIT II Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT II, there is there not pending or threatened any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since Except as disclosed in the REIT II SEC Documents, the businesses of REIT II and the REIT II Subsidiaries are not being, and since January 1, 20182017 have not been, neither CMFT nor conducted in violation of any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)Law, except for any such conflicts, defaults or violations thatwhich, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect. No investigation or review by any Governmental Authority with respect to REIT II or any REIT II Subsidiary is pending or, to REIT II’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to be material to REIT II and the REIT II Subsidiaries, taken as a whole. Neither REIT II nor any REIT II Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to be material to REIT II and the REIT II Subsidiaries, taken as a whole. Neither REIT II nor Merger Sub is subject to any judgment, decree, injunction, rule or order of any Governmental Authority that prohibits or would reasonably be expected to prohibit any of the transactions contemplated hereby or by this Agreement. Neither REIT II nor Merger Sub has taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of REIT II, threatened, against REIT II, Merger Sub or any other REIT II Subsidiary, for the winding-up, liquidation or dissolution of REIT II or Merger Sub.

Permits; Compliance with Law. (ai) Except for the authorizationsTidelands has all permits, licenses, permits, certificates, approvals, variancesauthorizations and registrations under all federal, exemptionsstate, orders, franchises, certifications local and clearances that are foreign laws (the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits necessary “Permits”) required for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or Tidelands to carry on its respective business substantially as they are being presently conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would obtain such Permits could not reasonably be expected to have a CMFT Material Adverse Effect. CMFT Tidelands is in compliance in all material respects with the terms and conditions of each such Permit and has paid all fees and assessments due and payable, received no written notice that it is in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to violation of any of the CMFT Permits which permitsterms or conditions of such Permits. (ii) Tidelands has complied with all laws, regulations, ordinances, rules, and orders applicable to it or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permitits business, except where the impairment or revocation of for any such CMFT Permits, individually, or in the aggregate, would non-compliance which could not reasonably be expected to have a CMFT Material Adverse Effect, including, without limitation, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act and Regulation V, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act and Regulation C, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act and Regulation E, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Financial Protection Act, the Foreign Corrupt Practices Act, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law or regulation relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection, money laundering prevention, foreign assets control, Sections 23A and 23B of the Federal Reserve Act and Regulation W, the Sxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. (biii) Since January 1Section 3.3(b)(iii) of the Disclosure Memorandum contains a list of any known violations of such laws, 2018regulations, neither CMFT nor ordinances, rules or orders by any CMFT Subsidiary present officer, director, or employee of Tidelands, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(f) of Regulation S-K promulgated by the SEC. No past violation of any such law, regulation, ordinance, rule or order has occurred which could impair the right or ability of Tidelands to conduct its business. (iv) Except as set forth in Section 3.3(b)(iv) of the Disclosure Memorandum, no notice, inquiry or warning from any governmental authority with respect to any failure or alleged or possible failure of Tidelands to comply in any respect with any law, regulation, ordinance, rule or order has been in conflict withreceived, or in default or violation ofnor, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset the knowledge of CMFT or any CMFT Subsidiary Tidelands, is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults notice or violations that, individually warning proposed or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effectthreatened.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.16 and Section 4.17 (the “Additional Company Permits”), which are addressed solely in that Sectionthose sections, CMFT Company and each CMFT Subsidiary Company Subsidiary, and to the Knowledge of Company each Joint Venture, is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including building permits and certificates of occupancy necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (in each case, other than in respect of the Excluded Company Properties (unless applicable to Company Subsidiaries to be acquired by Parent and Merger Sub in the transactions contemplated hereby), the “CMFT Company Permits”), and all such CMFT Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Company Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect. CMFT has paid all fees All applications required to have been filed for the renewal of Company Permits (other than the Additional Company Permits, which are addressed by Section 4.16 and assessments due and payable, in each case, in connection Section 4.17) have been duly filed on a timely basis with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permitthird party, except where the impairment or revocation of any such CMFT Permitsfailure to do so would not, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits (other than the Additional Company Permits, which are addressed by Section 4.16 and Section 4.17) have been duly made on a timely basis with the appropriate Governmental Authority or third party, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither Company nor any Company Subsidiary nor, to the Knowledge of Company, any Joint Venture, has received any written notice nor has any Knowledge indicating that it currently is not in compliance in any material respect with the terms of any Company Permit (other than the Additional Company Permits, which are addressed by Section 4.16 and Section 4.17). (b) Since January 1, 2018, neither CMFT Neither Company nor any CMFT Company Subsidiary nor, to the Knowledge of Company, any Joint Venture, is, or has been in the past five (5) years, in conflict with, or in default or violation of(except for any conflict, default or violation solely applicable to or affecting the Excluded Company Properties and/or Company Subsidiaries that will not be acquired by Parent or Merger Sub in the transactions contemplated hereby) of (i) any Law applicable to CMFT or any CMFT Subsidiary it or by which any property or asset of CMFT or any CMFT Subsidiary it is bound, bound (except for compliance with Laws addressed in Section 5.11 and 4.12, Section 5.134.15, respectivelySection 4.16, or Section 4.17 which are solely addressed in those Sections), or (ii) any Company Permits (except for Company Permits addressed in Section 4.16 or Section 4.17 which are solely addressed in those Sections), except, in each case ((i) and (ii)), for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Authority with respect to Company, any Company Subsidiary or, to the Knowledge of Company, any Joint Venture, or their operations (except for any investigation, review or proceeding solely applicable to or affecting Company Subsidiaries that will not be acquired by Parent or Merger Sub in the transactions contemplated hereby) is pending or, to the Knowledge of Company, threatened in writing, and, to the Knowledge of Company, no Governmental Authority has indicated an intention to conduct the same. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of Company nor any Company Subsidiary nor, to the Knowledge of Company, any Joint Venture, has and, to the Knowledge of Company, no director, officer, representative or advisor of Company, any Company Subsidiary or any Joint Venture has engaged in any illegal activity or conduct on behalf of, or for the benefit of, Company or any Company Subsidiary. Neither Company nor any Company Subsidiary or, to the Knowledge of Company, any Joint Venture, has and, to the Knowledge of Company, no director, officer, representative or advisor of Company, any Company Subsidiary or any Joint Venture on behalf or for the benefit of Company, any Company Subsidiary or any Joint Venture, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political or business activity or established or maintained any unlawful or unrecorded funds in violation of Law. Neither Company nor any Company Subsidiary or, to the Knowledge of Company, any Joint Venture, has and, to the Knowledge of Company, no director, officer, representative or advisor of Company, any Company Subsidiary or any Joint Venture, has accepted or received any unlawful contributions, payments, gifts, or expenditures in violation of Law. (d) Company, any Company Subsidiary or any Joint Venture (i) to Company’s Knowledge, is not controlled by, or more than 5% owned by, a Person named on any sanctions list established by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”), including the OFAC list of Specially Designated Nationals and Blocked Persons, or any other Person subject to economic sanctions administered or enforced by OFAC (any such Person a “Sanctioned Person”), (ii) to Company’s Knowledge, does not conduct any business, or engage in, or facilitate any transaction or dealing with any Sanctioned Person unless authorized by applicable Law; and (iii) to Company’s Knowledge, does not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any federal law imposing trade restrictions or sanctions, including (x) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), (y) the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq., as amended), and (z) any enabling legislation or executive order relating to the foregoing.

Permits; Compliance with Law. (a) Except for the REIT II and each REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT II and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT II Permits”), and all such CMFT REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT II Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT II Material Adverse Effect. No event has occurred with respect to any of the CMFT REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT II Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT II, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT II or the CMFT REIT II Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT II Permit, except where the impairment or revocation of any such CMFT PermitsREIT II Permit, individually, or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT II nor any CMFT REIT II Subsidiary is, and for the past three years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT REIT II or any CMFT REIT II Subsidiary or by which any property or asset of CMFT REIT II or any CMFT other REIT II Subsidiary is bound, or (except for compliance with Laws addressed ii) any REIT II Permits, except, in Section 5.11 and Section 5.13each case, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.115.14 or Section 5.16, which are addressed solely in that Sectionthose Sections, CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for CMFT Parent, Merger Sub and each CMFT other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Parent Permits”), and all such CMFT Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Parent Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Parent Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has received any claim or notice nor has any knowledge indicating that Parent or any Parent Subsidiary is currently not in compliance with the terms of any such Parent Permits, except where the failure to be in compliance with the terms of any such Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Since January 1None of Parent, 2018, neither CMFT nor Merger Sub or any CMFT other Parent Subsidiary is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary or by which any property or asset of CMFT Parent, Merger Sub or any CMFT other Parent Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 and 5.7, Section 5.135.10, respectivelySection 5.14, which are solely Section 5.16 or Section 5.17), or (ii) any Parent Permits (except for Parent Permits addressed in those SectionsSection 5.16), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications Each of FFI and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary its Subsidiaries is in possession of all Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT applicable FFI Permits”), and all such CMFT FFI Permits are valid valid, and in full force and effect, and, to FFI’s knowledge, no suspension or cancellation of any of them is threatened, except where the failure to be in possession have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, FFI Permits would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations thatnot, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse EffectEffect with respect to FFI. (b) Neither FFI nor any of its Subsidiaries is in default or violation of any FFI Permits or any Laws applicable to FFI or any of its Subsidiaries or by which any material property or asset of FFI or any of its Subsidiaries is bound or affected, except in each case for any such defaults or violations that are set forth in would not, individually or in the aggregate, have a Material Adverse Effect with respect to FFI or that are set forth in Section 5.8(b) of the FFI Disclosure Schedule. (c) FFB is not in default or violation of any FFI Permits or any Laws applicable to FFB or by which any material property or asset of FFB is bound or affected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, and all other fair lending laws and other laws relating to discriminatory business practices, except in each case for any such defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect with respect to FFI or that are set forth in Section 5.8(c) of the FFI Disclosure Schedule. (d) FFB has not received written notice of any regulatory concerns regarding FFB’s compliance with the Bank Secrecy Act or related state or federal anti-money-laundering laws, regulations and guidelines, including without limitation those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. (e) FFI and its Subsidiaries have adopted such procedures and policies as are, in the reasonable judgment of FFI management, necessary or appropriate for FFI and its Subsidiaries to comply with Title III of the USA Patriot Act and, to the knowledge of FFI, FFI and its Subsidiaries are in compliance therewith. (f) Other than customary and ordinary periodic examinations by federal and state regulatory agencies, or except as set forth in Section 5.8(f) of the FFI Disclosure Schedule, no investigation or review by any Governmental Entity with respect to FFI or FFB is pending or, to the knowledge of FFI, threatened, nor has FFI nor FFB received since January 1, 2010 any notification or communication from any Governmental Entity (A) asserting that FFI or any of its Subsidiaries is not in compliance, in any material respect, with any of the Laws which such Governmental Entity enforces or (B) threatening to revoke any FFI Permit (nor, to FFI’s knowledge, do any grounds for any of the foregoing exist).

Permits; Compliance with Law. (a) Except for the Schedule 2.1(a)(iii) sets forth a true and complete list of all authorizations, registrations, licenses, permits, certificates, approvals, variancesexemptions, exemptionsconsents, confirmations, orders, franchises, certifications waivers and clearances that are of Governmental Entities (including all authorizations under the subject FDCA and the Public Health Services Act, and the regulations of Section 5.11the United States Food and Drug Administration (the “FDA”) promulgated thereunder) (each, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits a “Permit”) necessary for CMFT and each CMFT Subsidiary to ownSeller’s use of the Conveyed Assets in carrying on its business, lease and, with regards to the extent applicableConveyed Assets, operate its properties or to carry on its respective business substantially as they are it is being conducted as of the date hereof (the “CMFT Required Permits”). Except as set forth on Schedule 3.4, (i) Seller is in possession of all Required Permits, (ii) Seller is conducting its business in compliance with all Required Permits and applicable Laws by which any Conveyed Asset is bound or affected, (iii) all such CMFT Required Permits are valid and in full force and effect, except where the failure (iv) all Required Permits are transferable to be in possession ofPurchaser at Closing; (v) all Product Registrations are transferable to Purchaser at Closing; (vi) all Governmental Rights are transferable to Purchaser at Closing; (vii) no Governmental Entity has notified Seller that Seller, its business or the failure Conveyed Assets were or are in violation of any Law or Required Permit in any jurisdiction where Seller conducts business and there are no grounds for the same, and (viii) to the Knowledge of Seller (for the purposes of this Section 3.4(a)-(d), Knowledge of Seller shall be valid deemed to include such Knowledge Seller would obtain by conducting a reasonable investigation), there are no facts or in full force and effect ofcircumstances existing which would lead to any suspension, loss of or material modification to any of the CMFT PermitsRequired Permit or refusal by a Governmental Entity to renew or accept filing any Required Permit on terms not substantially less advantageous, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse EffectSeller than the terms of those Required Permits currently in force. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any As of the CMFT Permits which permitsdate hereof, except as set forth in Schedule 3.4, there are no outstanding orders, injunctions or after notice decrees of any Governmental Entity that apply to the Conveyed Assets that restrict the ownership, disposition or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment use of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse EffectConveyed Assets by Seller. (b) Since January 1All applications, 2018submissions, neither CMFT nor information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any CMFT Subsidiary has and all requests for a Required Permit of the FDA or other Governmental Entity relating to the Conveyed Assets (i) when submitted by or on behalf of Seller to the FDA or other Governmental Entity were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modifications to such applications, submissions, information, claims, reports or statistics have been submitted to the FDA and other Governmental Entities; and (ii) when submitted by a third party were, to the Knowledge of Seller, true, complete and correct in conflict withall material respects as of the date of submission and, or in default or violation ofto the Knowledge of Seller, any Law applicable necessary or required updates, changes, corrections or modifications to CMFT such applications, submissions, information, claims, reports or any CMFT Subsidiary statistics have been submitted to the FDA or other Governmental Entities. (c) There are no non-clinical, pre-clinical or clinical trials or studies being conducted by which any property or asset on behalf of CMFT or any CMFT Subsidiary is boundSeller with regard to the Conveyed Assets. To the Knowledge of Seller, (except for all pre-clinical and clinical trials conducted with regard to the Conveyed Assets were conducted by Person other than Seller in material compliance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all applicable Laws addressed in Section 5.11 promulgated by the FDA relating thereto, including without limitation the FDCA and Section 5.13its applicable implementing regulations at 21 C.F.R. Parts 50, respectively54, which 56 and 312, as amended. (d) There are solely addressed in those Sections)no investigations, except for any such conflictsaudits, defaults actions or violations that, individually other proceedings pending with respect to a violation by Seller of the FDCA or in the aggregate, other applicable Law that would not reasonably be expected to have result in administrative, civil or criminal liability, and, to the Knowledge of Seller, there are no facts or circumstances existing that would reasonably be expected to serve as a CMFT Material Adverse Effectbasis for such an investigation, audit, action or other proceeding.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT SSGT and each CMFT SSGT Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications, registrations and clearances of any Governmental Authority (“Permits”) necessary for CMFT SSGT and each CMFT SSGT Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as they are being conducted as of the date hereof (the “CMFT SSGT Permits”), and all such CMFT SSGT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT SSGT Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT SSGT Material Adverse Effect. No event has occurred with respect to any of the CMFT SSGT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT SSGT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTSSGT, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT SSGT or the CMFT SSGT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT SSGT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT SSGT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, SSGT Permit would not reasonably be expected to have a CMFT Material Adverse Effectadversely affect the ownership or operation of any material SSGT Property. (b) Since January 1, 2018, neither CMFT Neither SSGT nor any CMFT SSGT Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CMFT SSGT or any CMFT SSGT Subsidiary or by which any property or asset of CMFT SSGT or any CMFT SSGT Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.134.16 which are solely addressed in those Sections), respectivelyor (ii) any SSGT Permits (except for the SSGT Permits addressed in Section 4.10 or Section 4.11, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT SSGT Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the Each Starwood Waypoint Entity is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, registrations, grants, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits any Governmental Authority necessary for CMFT and each CMFT Subsidiary the Starwood Waypoint Entities to own, lease and, to the extent applicable, operate its their properties and assets or to carry on its respective business substantially their businesses as they are being conducted as of the date hereof of this Agreement (the “CMFT Starwood Waypoint Permits”), and all such CMFT Starwood Waypoint Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Starwood Waypoint Permits, individually, individually or in the aggregate, has not had and would not reasonably be expected to have a CMFT Starwood Waypoint Material Adverse Effect. CMFT has paid All applications required to have been filed for the renewal of the Starwood Waypoint Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all fees and assessments due and payable, in each case, in connection with all such Permits except where failure other filings required to pay would not have a CMFT Material Adverse Effect. No event has occurred been made with respect to any of such Starwood Waypoint Permits have been duly made on a timely basis with the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any appropriate Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT PermitAuthority, except where the impairment or revocation of any such CMFT Permitsin each case for failures to file which, individually, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Starwood Waypoint Material Adverse Effect. Since January 5, 2016 through the date hereof, no Starwood Waypoint Entity has received any claim or notice from a Governmental Authority nor has any knowledge indicating that any Starwood Waypoint Entity is currently not in compliance with the terms of any such Starwood Waypoint Permits, except where the failure to be in compliance with the terms of any such Starwood Waypoint Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Starwood Waypoint Material Adverse Effect. (b) Since January 15, 20182016, neither CMFT nor any CMFT Subsidiary no Starwood Waypoint Entity is or has been in conflict with, or in default or violation of, of (i) any Law applicable to CMFT any Starwood Waypoint Entity or any CMFT Subsidiary its businesses and activities, or by which any property or asset of CMFT any Starwood Waypoint Entity is bound or (ii) any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)Starwood Waypoint Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a CMFT Starwood Waypoint Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT CCI and each CMFT CCI Subsidiary is in possession of all Permits necessary for CMFT CCI and each CMFT CCI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CCI Permits”), and all such CMFT CCI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CCI Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. CMFT CCI has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. No event has occurred with respect to any of the CMFT CCI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CCI Permits. Neither CMFT CCI nor any of the CMFT CCI Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCCI, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CCI or the CMFT CCI Subsidiaries or the CMFT CCI Properties that impairs the validity of any CMFT CCI Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CCI Permit, except where the impairment or revocation of any such CMFT CCI Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect. (b) Since January 1, 2018, neither CMFT CCI nor any CMFT CCI Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT CCI or any CMFT CCI Subsidiary or by which any property or asset of CMFT CCI or any CMFT CCI Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13 and Section 5.135.16, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CCI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CMFT REIT I and each CMFT REIT I Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT REIT I and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT I Permits”), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect. CMFT REIT I has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse EffectPermits. No event has occurred with respect to any of the CMFT REIT I Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT REIT I Permits. Neither CMFT REIT I nor any of the CMFT REIT I Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTREIT I, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT REIT I Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect. (b) Since January 1, 2018, neither CMFT Neither REIT I nor any CMFT REIT I Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, (i) any Law applicable to CMFT REIT I or any CMFT REIT I Subsidiary or by which any property or asset of CMFT REIT I or any CMFT other REIT I Subsidiary is bound, and (ii) any REIT I Permits (except for compliance with Laws the REIT I Permits addressed in Section 5.11 4.10 or Section 4.11 and Section 5.13, respectively, which are solely addressed in those Sections), except except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the REIT I and each REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT any Governmental Authority necessary for REIT I and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT REIT I Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT REIT I Permits”), and all such CMFT REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT REIT I Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT REIT I Material Adverse Effect. No event has occurred with respect to any of the CMFT material REIT I Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT material REIT I Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to To the Knowledge of CMFTREIT I, there is there not pending or threatened any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT REIT I or the CMFT REIT I Subsidiaries or the CMFT Properties that impairs the validity of any CMFT REIT I Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT REIT I Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since Except as disclosed in the REIT I SEC Documents, the businesses of REIT I and the REIT I Subsidiaries are not being, and since January 1, 20182017 have not been, neither CMFT nor conducted in violation of any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections)Law, except for any such conflicts, defaults or violations thatwhich, individually or in the aggregate, would not reasonably be expected to have a CMFT REIT I Material Adverse Effect.. No investigation or review by any Governmental Authority with respect to REIT I or any REIT I Subsidiary is pending or, to REIT I’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to be material to REIT I and the REIT I Subsidiaries, taken as a whole. Neither REIT I nor any REIT I Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to be material to REIT I and the REIT I Subsidiaries, taken as a whole. REIT I is not subject to any judgment, decree, injunction, rule or order of any Governmental Authority that prohibits or would reasonably be expected to prohibit any of the transactions contemplated hereby or by this Agreement. REIT I has not taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of REIT I, threatened, against REIT I or any REIT I Subsidiary, for the winding-up, liquidation or dissolution of REIT I.

Permits; Compliance with Law. (ai) Except for as set forth on Schedule 3.1(j)(i) of the Company Disclosure Schedule, the Company and its Subsidiaries are in material compliance with, and are not in material default under or in material violation of, any Law. Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, any Law, in each case, that would be reasonably likely to result in, individually or in the aggregate, material liability to the Company and its Subsidiaries, taken as a whole. (ii) Except as set forth on Schedule 3.1(j)(ii) of the Company Disclosure Schedule, the Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, variancesclearances, exemptionspermissions, ordersqualifications, franchises, certifications registrations and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession Orders of all Permits applicable Governmental Authorities and all rights under each Material Contract with any Governmental Authorities, and have filed all tariffs, reports, notices and other documents with all Governmental Authorities necessary under law for CMFT the Company and each CMFT Subsidiary its Subsidiaries to own, lease and, to the extent applicable, and operate its their properties or and assets and to carry on its respective business substantially their businesses as they are now being conducted as of the date hereof (the “CMFT Company Permits”), except where the failure to so possess or have filed any of the Company Permits would not be reasonably likely to result in, individually or in the aggregate, material liability to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries are, and at all times since January 1, 2017 have been, in compliance with the terms and requirements of the Company Permits. Except as set forth on Schedule 3.1(j)(ii) of the Company Disclosure Schedule and except for such CMFT matters that would not be reasonably likely to result in, individually or in the aggregate, material liability to the Company and its Subsidiaries, taken as a whole, (i) the Company Permits are valid and in full force and effect, except where (ii) neither the failure to be Company nor any of its Subsidiaries is in possession of, or the failure to be valid or in full force and effect of, default under any of the CMFT Permits, individually, Company Permits and (iii) no suspension or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to cancellation of any of the CMFT Permits which permitsCompany Permits, in whole or after notice or lapse of time or both would permitin part, revocation or termination thereof or would result in any other material impairment is pending or, to the knowledge of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicatingCompany, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effectthreatened. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Schedule 6.8 of the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications Seller Disclosure Schedule sets forth a ------------ true and clearances that are the subject complete list of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary all Gestiva Governmental Permits. The Seller is in possession of all Gestiva Governmental Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Gestiva Governmental Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 2018, neither CMFT nor any CMFT Subsidiary The Gestiva Business has been and is currently conducted by the Seller and its Subsidiaries in conflict withmaterial compliance with all Gestiva Governmental Permits and applicable Law by which the Gestiva Business, Gestiva or any Purchased Asset is bound. (c) No Governmental or Regulatory Authority has notified the Seller or any of its Subsidiaries in default writing that the Gestiva Business or the Purchased Assets were or are in material violation of, of any Law applicable to CMFT or Required Permit or the subject of any investigation in any jurisdiction where the Gestiva Business is conducted. (d) No Governmental or Regulatory Authority has notified the Parent, the Seller or any CMFT Subsidiary of their Subsidiaries of any facts or circumstances which would lead to any suspension, loss of or material modification to any Required Permit or refusal by which a Governmental or Regulatory Authority to renew or accept for filing any property or asset of CMFT or any CMFT Subsidiary is bound, (except for compliance with Laws addressed in Section 5.11 and Section 5.13, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations thatRequired Permit on terms less advantageous, individually or in the aggregate, to the Parent, the Seller and their Subsidiaries than the terms of those Gestiva Governmental Permits currently in force. (i) All applications, submissions, information, claims, reports and statistics, and other data derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Required Permit of the FDA or other Governmental or Regulatory Authority relating to the Purchased Assets, when submitted to the FDA or other Governmental or Regulatory Authority were true, complete and correct in all material respects as of the date of submission and any legally necessary or required updates, changes, corrections or modifications to such applications, submissions, information, claims, reports or statistics have been submitted to FDA and other Governmental or Regulatory Authority. (ii) To the Knowledge of the Seller or its Affiliates, all pre-clinical and clinical trials conducted by the Parent, the Seller or any of their Subsidiaries with regard to Gestiva or the Purchased Assets have been conducted in material compliance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all applicable Laws promulgated by the FDA relating thereto, including without limitation the FDA Act and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56 and 312, as amended. (iii) There are no investigations, audits, actions or other proceedings of a Governmental or Regulatory Authority pending with respect to a violation by the Parent, the Seller or any of their Subsidiaries of the FDA Act or other applicable Law that would not reasonably be expected to result in administrative, civil or criminal liability, and, to the Knowledge of the Seller, there are no facts or circumstances existing that would reasonably be expected to serve as a basis for such an investigation, audit, action or other proceeding, in each case with respect to Gestiva, the Purchased Assets, the Assumed Liabilities or the Gestiva Business. (iv) No Governmental or Regulatory Authority has commenced or threatened in writing to initiate any action to withdraw the Gestiva Product Registrations or request the recall of Gestiva, or commenced or threatened to initiate any action to enjoin production of Gestiva at any facility, nor have the Parent, the Seller or any of their Subsidiaries received any notice to such effect and, there are no grounds for such action. (v) To the Knowledge of the Seller, none of the officers of the Seller, have been disqualified or debarred by the FDA for any purpose, or have been charged with or convicted under United States federal Law for conduct relating to the development or approval or otherwise relating to the regulation of any drug product under the Generic Drug Enforcement Act of 1992, the FDA Act or any other similar Law or have made an untrue statement of a CMFT material fact to any Governmental or Regulatory Authority with respect to Gestiva (whether in any submission to such Governmental or Regulatory Authority or otherwise), or failed to disclose a material fact required to be disclosed to any Governmental or Regulatory Authority with respect to Gestiva. Neither the Seller nor any of its Subsidiaries are the subject of any pending or threatened investigation in respect of the Seller of any of its Subsidiaries or its products, by the FDA pursuant to its "Fraud, Untrue Statements of Material Adverse EffectFacts, Bribery, and Illegal Gratuities" Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. (f) None of Parent, Seller or any of their Subsidiaries are, directly or indirectly, engaged in the research, review or development, at any stage, of any product which contains the API, including any and all dosage forms, modifications, prototypes, formulas, or strengths of the API. In addition, none of Parent, Seller nor any of their Subsidiaries is, directly or indirectly, engaged in the research, review or development of any product which is intended to treat the Gestiva indication.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.11, which are addressed solely in that Section, CMFT and each CMFT Subsidiary is in possession of all Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT Permits”), and all such CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except where the impairment or revocation of any such CMFT Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (b) Since January 1, 20182019, neither CMFT nor any CMFT Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CMFT or any CMFT Subsidiary or by which any property or asset of CMFT or any CMFT Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 5.10, Section 5.11, Section 5.13, and Section 5.135.16, respectively, which are solely addressed in those Sections), or (ii) any CMFT Permits (except for the CMFT Permits addressed in Section 5.11, which are solely addressed in that Section), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.114.11, which are addressed solely in that Section, CMFT CRII and each CMFT CRII Subsidiary is in possession of all Permits authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CMFT CRII and each CMFT CRII Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CMFT CRII Permits”), and all such CMFT CRII Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CMFT CRII Permits, individually, or in the aggregate, would not reasonably be expected to have a CMFT CRII Material Adverse Effect. CMFT CRII has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay pay, individually or in the aggregate, would not reasonably be expected to have a CMFT CRII Material Adverse Effect. No event has occurred with respect to any of the CMFT CRII Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMFT CRII Permits. Neither CMFT CRII nor any of the CMFT CRII Subsidiaries has received any notice indicating, nor to the Knowledge of CMFTCRII, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CMFT CRII or the CMFT CRII Subsidiaries or the CMFT CRII Properties that impairs the validity of any CMFT CRII Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT CRII Permit, except where the impairment or revocation of any such CMFT CRII Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CMFT CRII Material Adverse Effect. (b) Since January 1, 2018, neither CMFT CRII nor any CMFT CRII Subsidiary has been in conflict with, or in default or violation of, any Law applicable to CMFT CRII or any CMFT CRII Subsidiary or by which any property or asset of CMFT CRII or any CMFT CRII Subsidiary is bound, bound (except for compliance with Laws addressed in Section 5.11 4.10, Section 4.11, Section 4.13 and Section 5.134.16, respectively, which are solely addressed in those Sections), except for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CMFT CRII Material Adverse Effect.