Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Except as disclosed in the Preference Offering Memorandum, the Company and its Subsidiaries subsidiaries possess such permits, licenses, certificatesapprovals, approvalsconcessions, consents and other authorizations (including, without limitation, all permits required for the operation of the business of the Company and its subsidiaries by the Republic of Poland and the United Kingdom) (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and domestic or foreign regulatory agencies or bodies bodies, other governmental authorities or self regulatory organizations necessary to conduct the business now operated by them, except where the failure them or any business currently proposed to obtain such Governmental Licenses, singly or be conducted by them as described in the aggregate, would not have a Material Adverse Effect. The Preference Offering Memorandum; the Company and its Subsidiaries are subsidiaries, except as disclosed in compliance with the terms Preference Offering Memorandum and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, are in compliance with the terms and conditions of all such Governmental Licenses; all of the Governmental Licenses are valid and in full force and effect, except where as disclosed in the Preference Offering Memorandum and except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of ; and except as disclosed in the date hereofPreference Offering Memorandum, none of neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or as described in the aggregatePreference Offering Memorandum, would not result in (a) a material adverse effect on there exists no reason or cause that could justify the conditionvariation, financial suspension, cancellation or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification termination of any such Governmental LicenseLicenses held by the Company or any of its subsidiaries with respect to the construction or operation of their respective businesses, which variation, suspension, cancellation or termination could reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and its Subsidiaries the Prospectus to the actual knowledge of the Transaction Entities, the Transaction Entities and their respective subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company To the actual knowledge of the Transaction Entities, the Transaction Entities and its Subsidiaries their respective subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Transaction Entities, and all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the date hereof, none Transaction Entities nor any of the Company or its Subsidiaries have their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Each of the Company and its Subsidiaries possess such Subsidiaries, including without limitation the Operating Partnership, possesses adequate permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect or (c) as otherwise disclosed in the Registration Statement and the Prospectus. The Company, and its Subsidiaries, including without limitation the Operating Partnership each is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a material adverse effect on Material Adverse Effect or as otherwise disclosed in the performance Registration Statement and the Prospectus. All of the services under Governmental Licenses are valid and in full force and effect, except where the Advisory Agreement by invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect or as otherwise disclosed in the AdvisorRegistration Statement and the Prospectus. To the knowledge Each of the CompanyCompany and its Subsidiaries, including without limitation the Advisor Operating Partnership, has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseLicenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect or as otherwise disclosed in the Registration Statement and the Prospectus.

Possession of Licenses and Permits. The Company and each of its Subsidiaries have made all filings, applications, declarations and submissions required by, and own or possess such permitsall approvals, licenses, certificates, approvalsclearances, consents consents, exemptions, marks, notifications, orders, authorizations and other authorizations (collectively, “Governmental Licenses”) permits issued by the appropriate federallocal, state, local and federal or foreign regulatory agencies or bodies necessary to bodies, including all such registrations, approvals, certificates, authorizations and permits required by the United States Food and Drug Administration (the “FDA”) which are required for the ownership of their respective properties or the conduct of their current respective businesses as described in the business now operated by themRegistration Statement, General Disclosure Package and the Prospectus (each, a “Governmental License”) except where the failure any failures to obtain such Governmental Licenses, singly possess or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply any noncompliance would not, singly or in the aggregate, result in have a Material Adverse Effect, Effect and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation any revocation, modification or modification of cancellation of, any such Governmental Licenses License, which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge Where required by applicable laws and regulations of the CompanyFDA, the Advisor possesses such Governmental Licenses issued by Company has submitted to the appropriate federal, state, local and foreign regulatory agencies FDA an Investigational New Drug Application or bodies necessary to conduct the business now operated by itamendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where the such failure to obtain such Governmental Licenseswould not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be expected to have a Material Adverse Effect or (c) a Effect; all such submissions were in material adverse effect on the performance of the services under the Advisory Agreement compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating FDA with respect to the revocation or modification of any such Governmental Licensesubmissions, except any deficiencies which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations required (i) under the Medicare and Medicaid programs, (ii) under the Clinical Laboratories Improvement Act of 1967, as amended (“CLIA”) and (iii) as otherwise necessary to conduct the business now operated by them respectively, issued by United States Centers for Medicare and Medicaid Services (“CMS”), the FDA and each other appropriate federal, state, local or foreign regulatory agencies or bodies including, but not limited to, any foreign regulatory authorities performing functions similar to their respective functions (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To , and nor are there, to the knowledge of the Company, any pending or threatened actions, suits, claims or proceedings against the Advisor possesses such Governmental Licenses issued by Company or any subsidiary before any court, governmental agency or body including, but not limited to, CMS and the appropriate federalFDA or otherwise that would reasonably be expected to limit, staterevoke, local and foreign regulatory agencies cancel, suspend or bodies necessary cause not to conduct the business now operated by it, except where the failure to obtain such be renewed any Governmental Licenses, singly or in the aggregateeach case, which would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so comply fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess possesses such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company as described in the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration, and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The ; the Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of ; and the Company or its Subsidiaries have has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses The Company has no reason to believe that any party granting any such Governmental Licenses issued is considering limiting, suspending or revoking the same in any material respect. Where required by applicable laws and regulations of the appropriate federalFDA, state, local and foreign regulatory agencies the Company has submitted to the FDA an Investigational New Drug Application or bodies necessary to conduct the business now operated by itamendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where the such failure to obtain such Governmental Licenseswould not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect or (c) a Effect; all such submissions were in material adverse effect on the performance of the services under the Advisory Agreement compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating FDA with respect to the revocation or modification of any such Governmental Licensesubmissions, except any deficiencies which could not, singly or in the aggregate, have a Material Adverse Effect.

Possession of Licenses and Permits. The Company Except as disclosed in the Registration Statement, the Prospectus and its Subsidiaries any Permitted Free Writing Prospectus to the actual knowledge of the Transaction Entities, the Transaction Entities and their respective subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company To the actual knowledge of the Transaction Entities, the Transaction Entities and its Subsidiaries their respective subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. To the actual knowledge of the Transaction Entities, and all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Except as disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, neither of the date hereof, none Transaction Entities nor any of the Company or its Subsidiaries have their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies (including, without limitation, all regulations and orders of, or agreements with, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation) necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply possess would not, singly singularly or in the aggregate, result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, and except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly singularly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Significant Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly singularly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess subsidiaries possess, or qualify for an exemption from any applicable requirement to obtain, such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, medical devices or activities related to the business now operated by the Company and its subsidiaries in such jurisdictions), except where the failure so to obtain such Governmental Licensespossess or qualify would not, singly or in the aggregate, would not have be reasonably expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to result in a Material Adverse Effect. To The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem (“Applicable Laws”), except where such noncompliance would not, singly or in the failure aggregate, be reasonably expected to obtain result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any Governmental Licenses required by any such Governmental LicensesApplicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not be reasonably expected to result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries the Group Entities possess such permits, authorizations, permissions, clearances, certificates, qualifications, registrations, declarations, filings, licenses, certificatesfranchises, concessions, orders, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, and have made all necessary declarations and filings with the appropriate Governmental Entities, except where the failure so to obtain such Governmental Licensespossess, declare or file would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries the Group Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Neither the Company nor any of the date hereof, none of the Company or its Subsidiaries have Group Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificatesapprovals, approvalsregistrations, memberships, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain possess any such Governmental LicensesLicenses would not, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses failure to be so would not, singly or in full force and effect would not result in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in reasonably be expected to have a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses report, information or form required by any applicable law, regulation or order, all such Governmental Licenses issued filings were in compliance with applicable laws when filed and no deficiencies have been asserted by the appropriate federalany regulatory commission, state, local and foreign regulatory agencies agency or bodies necessary authority with respect to conduct the business now operated by itany such filings or submissions, except where the failure to obtain so file or comply, or any such Governmental Licensesasserted deficiencies, singly would not reasonably be expected, individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) to have a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and each of its Subsidiaries subsidiaries possess such permits, all licenses, certificates, approvalsauthorizations and permits issued by, consents and other authorizations (collectivelyhave made all declarations and filings with, “Governmental Licenses”) issued by the appropriate federallocal, state, local and federal or foreign regulatory agencies or bodies bodies, including, without limitation, those administered by the U.S. Food and Drug Administration of the U.S. Department of Health and Human Services (“FDA”) or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA which are necessary to or desirable for the ownership of their respective properties or the conduct of their respective businesses as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Final Prospectus (collectively, the “Governmental Permits”) except where any failures to possess or make the failure to obtain such Governmental Licensessame, singly singularly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse EffectPermits, and all of the such Governmental Licenses Permits are valid and in full force and effect, except where the invalidity failure to be in such compliance or the validity or failure of such Governmental Licenses Permits to be in full force and effect would not result not, singularly or in the aggregate, have a Material Adverse Effect. As of the date hereof, none of Neither the Company nor any subsidiary has received notification of any revocation, suspension, termination or its Subsidiaries have received any notice of invalidation (or proceedings relating to the revocation or modification related thereto) of any such Governmental Licenses whichPermit and, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To to the knowledge of the CompanyCompany after reasonable investigation, the Advisor possesses such Governmental Licenses issued by the appropriate federalno event has occurred that allows or results in, stateor after notice or lapse of time or both would allow or result in, local and foreign regulatory agencies revocation, suspension, termination or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly invalidation (or in the aggregate, would not result in (aproceedings related thereto ) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicensePermit and the Company has no reason to believe that any such Governmental Permit will not be renewed (if renewal is required).

Possession of Licenses and Permits. The Company and its the Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As Neither the Company nor any of the date hereof, none of the Company or its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the CompanySubsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, and all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, possess would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would notreasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, and all except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies Company or bodies necessary to conduct the business now operated by itits Subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the failure to obtain aggregate, result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Governmental LicensesApplicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Except as described in the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect. The , (B) the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and (C) all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of Effect and (D) neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Without limiting the knowledge foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated October 14, 2011, authorizing the issuance of the Company, Securities and such issuance is in compliance with the Advisor possesses terms and conditions of such Governmental Licenses issued by the appropriate federal, state, local authorization. Such authorization is in full force and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor and has not received any notice of proceedings relating been amended, supplemented or otherwise modified. No proceeding to the revocation review, suspend, limit, modify, restrict or modification of any revoke such Governmental Licenseauthorization has been instituted.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, including, without limitation, all such Governmental Licenses required by the United States Environmental Protection Agency or any component thereof and/or by any other U.S., state, local or foreign government or environmental regulatory agency, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would not have allow, revocation or termination thereof or results in any other impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess Each of the BIP Entities possesses such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licensesso possess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are ; each of the BIP Entities is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, and none of the Company or its Subsidiaries have BIP Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To , and there are no facts or circumstances, including without limitation facts or circumstances relating to the knowledge revocation, suspension, modification, withdrawal or termination of the Company, the Advisor possesses such any Governmental Licenses issued held by others, known to BIP, that could lead to the appropriate federalrevocation, statesuspension, local and foreign regulatory agencies modification, withdrawal or bodies necessary to conduct the business now operated by it, except where the failure to obtain termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the AdvisorEffect. To the knowledge of the CompanyBIP, the Advisor has not received any notice of proceedings relating to the revocation or modification of no party granting any such Governmental LicenseLicenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licensesso possess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse EffectEffect (collectively, “Governmental Licenses”). The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, approvals, clearances, certificates, approvals, consents and other authorizations issued by the appropriate Governmental Entities necessary to conduct the business as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by them), except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all of the . All such Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem (“Applicable Laws”), except where such noncompliance would not, singly or in the failure aggregate, reasonably be expected to obtain result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any Governmental Licenses required by any such Governmental LicensesApplicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not reasonably be expected to result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company Company, the Operating LLC and its Subsidiaries their respective subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themin the manner described in the General Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company Company, the Operating LLC and its Subsidiaries their respective subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As Neither the Company, the Operating LLC nor any of the date hereof, none of the Company or its Subsidiaries have their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and its Subsidiaries the Prospectus, the Transaction Entities and their subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company Transaction Entities and its Subsidiaries their subsidiaries are in compliance in all material respects with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Transaction Entities nor any of the date hereof, none of the Company or its Subsidiaries their subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the CompanyTransaction Entities, (i) Trilogy Management Services, LLC (the Advisor possesses “Trilogy Manager”) and its subsidiaries possess such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by itthem, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or Effect, and (cii) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor Trilogy Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseLicenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, certificates, licenses, certificatesapprovals, approvalsclearances, registrations, exemptions, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (collectively, “Governmental Licenses”), including without limitation, all such Governmental Licenses required by the United States Food and Drug Administration (“FDA”) or any component thereof and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”) except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none Each of the Company and its subsidiaries has fulfilled and performed all of its material obligations with respect to the Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any License. Neither the Company nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess possesses such permits, licenses, certificates, clearances, registrations, exemptions, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued (including, without limitation, all such Governmental Licenses required by the appropriate FDA, the EMA, or any other federal, state, local and or foreign regulatory agencies or bodies engaged in the regulation of clinical trials, medical devices or activities related to the business now operated by the Company in such jurisdiction) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess or qualify would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any material impairment to the rights of the date hereof, none holder of the any Governmental License. The Company or its Subsidiaries have has not received any notice of proceedings relating to the limitation, suspension, revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess possesses such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company), except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of the The Company or its Subsidiaries have has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Except as described in the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect. The , (B) the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and (C) all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of Effect and (D) neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Without limiting the knowledge foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated November 14, 2017, authorizing the issuance of the Company, Securities and such issuance is in compliance with the Advisor possesses terms and conditions of such Governmental Licenses issued by the appropriate federal, state, local authorization. Such authorization is in full force and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor and has not received any notice of proceedings relating been amended, supplemented or otherwise modified. No proceeding to the revocation review, suspend, limit, modify, restrict or modification of any revoke such Governmental Licenseauthorization has been instituted.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificatesapprovals, approvalsregistrations, memberships, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain possess any such Governmental LicensesLicenses would not, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The ; the Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse EffectEffect and no event has occurred that allows, and or after notice or lapse of time would allow, revocation or termination of any such Governmental License or result in any other material impairment of the rights of any such Governmental License; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses failure to be so would not, singly or in full force and effect would not result in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses. Neither the Company nor any of its Subsidiaries has failed to file with applicable regulatory authorities any material statement, singly report, information or form required by any applicable law, regulation or order, all such filings were in the aggregatematerial compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, if the subject of an unfavorable decision, ruling agency or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary authority with respect to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries possess possesses such material permits, licenses, waivers, certificates, accreditations, clearances, registrations, exemptions, provider or supplier numbers, approvals, consents and other authorizations and supplements or amendments thereto (collectively, “Governmental Licenses”) issued required by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themit (including, except where without limitation, all Governmental Licenses required by the failure to obtain such Governmental LicensesFDA, singly the U.S. Department of Health and Human Services or any other federal, state, local or foreign agencies or bodies engaged in the aggregateregulation of clinical or preclinical studies, would not have a Material Adverse Effectpharmaceuticals, biologics, biohazardous substances, medical devices, laboratory tests or other activities related to the business now operated by the Company). The Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would reasonably be expected to allow, revocation or termination thereof or result in any other material impairment of the rights of the Company as a holder of any permit. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of the The Company or its Subsidiaries have has not received any notice of proceedings relating to the revocation revocation, suspension or material modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of preclinical studies, clinical trials, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company), except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so comply fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licensesreasonably be expected to, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichwhich would, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Except as disclosed in the Registration Statement, the Prospectus or the documents incorporated by reference therein, the Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (including, without limitation, all permits required for the operation of the business of the Company and its Subsidiaries by the FCC and each state and local authority that regulates the activities of the Company) (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies bodies, other governmental authorities or self regulatory organizations necessary to conduct the business now operated by them, them except where the failure to obtain such Governmental Licenses, singly or in the aggregate, as would not have result in a Material Adverse Effect. The ; the Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of ; and except as disclosed in the date hereofRegistration Statement, none of Prospectus or the documents incorporated by reference therein, neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or as described in the aggregateRegistration Statement, would not result in (a) a material adverse effect on Prospectus or the conditiondocuments incorporated by reference therein, financial there exists no reason or otherwisecause that could justify the variation, earningssuspension, business affairs cancelation or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification termination of any such Governmental LicenseLicenses held by the Company or any of its Subsidiaries with respect to the construction or operation of their respective businesses, which variation, suspension, cancelation or termination could reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials), except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse EffectChange. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Change. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so comply fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect, and all Change. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse EffectChange. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseChange.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure to obtain such Governmental Licensesso possess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of such Governmental Licenses of the Governmental Licenses Company and its subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Neither the Company or any of its subsidiaries, nor, to the knowledge of the date hereofCompany, none the tenants, operators or borrowers of the Company or its Subsidiaries have subsidiaries, has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials), except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so comply fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, possess would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would notreasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, and all except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As The Company has fulfilled and performed all of its obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the date hereof, none rights of the Company as a holder of any Governmental License, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business respective businesses now operated by each of them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the absence of the permit, license, approval, consent or other authorization or the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectuses, the Company and each of its Subsidiaries possess such permitsor have obtained, all licenses, certificates, consents, orders, approvals, consents permits and other authorizations (collectivelyissued by, “Governmental Licenses”) issued by and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the General Disclosure Package and foreign regulatory agencies or bodies necessary to conduct the business now operated by themProspectuses (the “Governmental Licenses”), except where the failure to possess, obtain such Governmental Licensesor make the same would not, singly individually or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the such Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of Except as disclosed in the date hereofRegistration Statement, none of the General Disclosure Package and the Prospectuses, neither the Company or nor any of its Subsidiaries have received any written notice of proceedings any proceeding relating to the revocation or modification of any such Governmental Licenses whichLicense or has any reason to believe that such Governmental License will not be renewed in the ordinary course, singly except where such revocation, modification or failure to obtain any such renewal would not, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials or activities related to the business now operated by the Company and its subsidiaries) (collectively, “Governmental Licenses”), except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, possess would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would notreasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, and all except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by itthem (“Applicable Laws”), except where such noncompliance would not reasonably be expected to, singly or in the failure to obtain aggregate, result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any Governmental Licenses required by any such Governmental LicensesApplicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not reasonably be expected to result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company Partnership Entities have filed or caused to be filed with the appropriate Governmental Entities all forms, statements, reports, and its Subsidiaries documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the business of the Partnership and the related facilities under all applicable laws and their respective rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Entities possess such valid and current certificates, permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries Partnership Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As None of the date hereof, none of the Company or its Subsidiaries have Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Companywould, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be expected to have a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries and the Operating Partnership possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries and the Operating Partnership are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and Except as would not result, singly or in the aggregate, in a Material Adverse Effect, each of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities own or possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business their respective businesses as now operated by them, except where or proposed to be operated following the failure to obtain such Governmental Licenses, singly or Torrington Acquisition as described in the aggregateProspectus; each of the Company, would not have a Material Adverse Effect. The Company and its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, ; and none of the Company or Company, its Subsidiaries have or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Upon completion of the knowledge Torrington Acquisition and the transfer of any such Governmental Licenses to the Company, the Advisor possesses such Governmental Licenses issued by Company will have the appropriate federalright to own and operate the Acquisition Subsidiaries, state, local the Venture Entities and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or Separate Assets as described in the aggregateProspectus; except as described in the Prospectus, no event has occurred which permits (nor has an event occurred which with notice or lapse of time or both would not result in (apermit) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification termination of any such Governmental LicenseLicenses either prior to or following the completion of the Torrington Acquisition and the transfer of the Governmental Licenses to the Company, or which might reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiary possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain have such Governmental LicensesLicenses would not, singly or in the aggregate, would not have a Material Adverse Effect. The ; the Company and its Subsidiaries subsidiary are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor its Subsidiaries have subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge of the CompanyCompany nor its subsidiary has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries C1 Bank possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Other Subsidiaries possess such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the for such failure to obtain such Governmental Licenses, singly or in the aggregate, would not have result in a Material Adverse Effect. The ; the Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries possess Each of the BIP Entities possesses such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are ; each of the BIP Entities is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries have BIP Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable unfavourable decision, ruling or finding, would result in a Material Adverse Effect, and there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, known to BIP, that could lead to the revocation, suspension, modification, withdrawal or termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the CompanyBIP, the Advisor possesses no party granting any such Governmental Licenses issued by is considering limiting, suspending, modifying, withdrawing, or revoking the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or same in the aggregate, would not result in (a) a any material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenserespect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess possesses such permits, licenses, certificates, approvals, clearances, exemptions, authorizations, consents and other authorizations authorizations, and supplements or amendments thereto (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themit (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company), except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company is in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of the The Company or its Subsidiaries have has not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such possesses all certificates, authorizations, registrations, permits, licenses, certificates, approvals, approvals and consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct for the business now operated of the Company as described in the General Disclosure Package and the Prospectus, including without limitation, all such certificates, authorizations, registrations, permits, licenses, approvals and consents required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure to obtain such Governmental Licenses, singly so operate or be in the aggregate, compliance would not reasonably be expected to have a Material Adverse Effect. The ; the Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply be in compliance would not, singly or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where any invalidity individually or in the invalidity of such Governmental Licenses aggregate would be reasonably expected to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and the Company or its Subsidiaries have has not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichLicenses, singly which individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in be reasonably expected to have a Material Adverse Effect. To the knowledge extent required by applicable laws and regulations of the CompanyFDA, the Advisor possesses Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such Governmental Licenses issued submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary FDA with respect to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licensesubmissions.

Possession of Licenses and Permits. The Except as described in the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect. The , (B) the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and (C) all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of and (D) neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Without limiting the knowledge foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated December 27, 2019, authorizing the issuance of the Company, Securities and such issuance is in compliance with the Advisor possesses terms and conditions of such Governmental Licenses issued by the appropriate federal, state, local authorization. Such authorization is in full force and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor and has not received any notice of proceedings relating been amended, supplemented or otherwise modified. No proceeding to the revocation review, suspend, limit, modify, restrict or modification of any revoke such Governmental Licenseauthorization has been instituted.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its the ---------------------------------- Subsidiaries possess such all permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to (including the FCC, the public utilities commission, or any equivalent body, of each state in which the Company and its Subsidiaries do business and any other relevant state and local authorities (the "Local Authorities")) required for the conduct of the ----------------- business now operated by themthem (collectively, "Governmental Licenses"), --------------------- except where the failure to obtain possess any such Governmental Licensespermit, singly license, approval, consent or in the aggregate, authorization would not have reasonably be expected to result in a Material Adverse Effect. The ; the Company and its the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would notnot reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are (except for the effects of the 1996 Act as described in the Prospectuses) valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; there is no outstanding adverse judgment, decree or order that has been issued by the FCC or any of the Local Authorities against the Company or any of the Subsidiaries and which, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. As ; and neither the Company nor any of the date hereof, none of the Company or its Subsidiaries have has received any notice of or is aware of proceedings relating to the revocation or modification of any such Governmental Licenses or that would otherwise affect the operations of the Company or the Subsidiaries and which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Each of the Company and its Subsidiaries possess such subsidiaries possesses all licenses, permits, licenses, certificates, approvalsconsents, consents orders, approvals and other authorizations (collectivelyfrom, “Governmental Licenses”) issued by the appropriate and has made all declarations and filings with, all U.S. or non-U.S. federal, state, local and foreign or other governmental or regulatory authorities, governmental or regulatory agencies or bodies bodies, courts, arbitrators or self-regulatory organizations, presently required or necessary to conduct own or lease, as the business case may be, and to operate its properties and to carry on its businesses as now operated by themor proposed to be conducted as described in the General Disclosure Package and the Final Prospectus (“Permits”), except where the failure to obtain possess such Governmental LicensesPermits would not, singly individually or in the aggregate, would not have a Material Adverse Effect. The Each of the Company and its Subsidiaries are in compliance subsidiaries has fulfilled and performed its obligations with the terms and condition of all respect to such Governmental LicensesPermits, except where the failure to so comply possess such Permits would not, singly individually or in the aggregate, result have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing and except where the failure to do any of the following would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries validly hold all of licenses, permits and authorizations necessary for the Governmental Company and its subsidiaries to provide installment, open-end and single-pay loans, vehicle title loans, check cashing, gold buying, money transfer services, retail sales finance and reloadable prepaid debit cards and related services in each state in which the Company and its subsidiaries conduct business (the “Licenses”), (ii) the Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would and are not result in a Material Adverse Effect. As of subject to any conditions outside the date hereofordinary course, none of the Company or its Subsidiaries have received any notice of proceedings relating and (iii) there are no pending or, to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, threatened complaints, investigations, actions or other proceedings, or orders, decisions or decrees, that could reasonably be expected to adversely affect the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects validity of the Advisor, (b) a Material Adverse Effect Licenses or (c) a material adverse effect on the performance ability of the Company and its subsidiaries to provide installment, open-end and single-pay loans, vehicle title loans, check cashing, gold buying, money transfer services, retail sales finance and reloadable prepaid debit cards and related services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating pursuant to the revocation or modification of any such Governmental Licensethose Licenses.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To The Company and its subsidiaries (i) are in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies Company or bodies necessary to conduct the business now operated by itits subsidiaries (“Applicable Laws”), except where the failure to obtain such Governmental Licensesnoncompliance would not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or Effect; and (cii) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of proceedings relating to the revocation adverse finding, warning letter, untitled letter or modification of other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Governmental LicenseApplicable Laws.

Possession of Licenses and Permits. The Company Each of the CONE Entities possesses, or at the Closing Date and its Subsidiaries each Option Closing Date, if any, after giving effect to the Pre-Closing Transactions, will possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by themmanner described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to the qualifications set forth in the Registration Statement, the General Disclosure Package and the Prospectus, including, but not limited to, the qualifications set forth under the caption “Business—Title to Our Properties,” except where the failure to obtain possess such Governmental LicensesLicenses would not, singly individually or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries CONE Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly individually or in the aggregate, result in a Material Adverse Effect, and all . All of the such Governmental Licenses are valid and in full force and effectforce, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, result in a Material Adverse Effect. As None of the date hereof, none of the Company or its Subsidiaries have CONE Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, certificates, licenses, certificatesapprovals, approvalsclearances, registrations, exemptions, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (collectively, “Governmental Licenses”), including without limitation, all such Governmental Licenses required by the United States Food and Drug Administration (“FDA”) or any component thereof and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”) except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none Each of the Company or and its Subsidiaries have has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Governmental License. Neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries, if any, possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to have, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries, if any, are and have been in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to comply would not, reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. All applications, notifications, submissions, information, claims, reports and other data utilized as the basis for or submitted in connection with any and all requests for a Governmental License were true, complete and correct in all material respects as of the date of submission, and all necessary or required updates, changes, corrections or modification to such applications, notifications, submissions, information, claims, reports and data have been submitted to the Governmental Entity, except where the failure to so comply submit would not, singly or in the aggregate, result in a Material Adverse Effect, and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or its Subsidiaries nor any subsidiaries have received any notice of proceedings relating to the suspension, revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary reasonably be expected to conduct the business now operated by it, except where the failure to obtain such Governmental Licenseshave, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect Effect, and no event has occurred which allows, or (c) a material adverse effect on the performance after notice or lapse of the services under the Advisory Agreement by the Advisor. To the knowledge of the Companytime would allow, the Advisor has not received any notice of proceedings relating to the such suspension, revocation or modification of any such Governmental Licensemodification.

Possession of Licenses and Permits. The Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries possess such permitspossess, licensesand are in compliance in all material respects with the terms of, all certificates, approvals, consents clearances, registrations, franchises, exemptions, licenses, permits and other authorizations necessary to the conduct of the business conducted by it (collectively, “Governmental Licenses”) issued ), including without limitation, all such Governmental Licenses required by the appropriate federalUnited States Food and Drug Administration or any component thereof, the United States Drug Enforcement Administration and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”). All such Governmental Licenses are in full force and foreign regulatory agencies or bodies necessary to conduct effect and neither the business now operated by themCompany nor its Subsidiaries is in violation of any term of such Governmental License, except where the failure to obtain such Governmental Licensesin each case as would not, singly individually or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms have fulfilled and condition of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and performed all of their material obligations with respect to the Governmental Licenses are valid and and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As any other material impairment of the date hereof, none rights of the holder of any Governmental License. Neither the Company or nor its Subsidiaries have has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregatethat, if determined adversely to the subject of an unfavorable decision, ruling Company or findingits Subsidiaries, would result in reasonably be expected to have a Material Adverse Effect. To Except as disclosed in the knowledge of Registration Statement and the Prospectus, to the Company’s knowledge, the Advisor possesses no party granting any such Governmental Licenses issued by has taken any action to limit, suspend or revoke the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or same in the aggregate, would not result in (a) a any material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenserespect.

Possession of Licenses and Permits. The Company and its Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, provincial, municipal, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licensesso possess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of the The Company or its Subsidiaries have has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable unfavourable decision, ruling or finding, would result in a Material Adverse Effect, and there are no facts or circumstances known to the Company, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification, withdrawal or termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses no party granting any such Governmental Licenses issued by is considering limiting, suspending, modifying, withdrawing, or revoking the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or same in the aggregate, would not result in (a) a any material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenserespect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to obtain possess such a Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply License would not, singly or in the aggregate, result in a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, and except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect; all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificatesfranchises, approvals, consents consents, certificates, exemptions, clearances and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalUnited States Food and Drug Administration (“FDA”), state, local the United States Department of Agriculture (“USDA”) and foreign regulatory agencies or bodies any other Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all applications, notifications, 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 Governmental License from the FDA, USDA or other Governmental Entity, when submitted to the FDA, USDA 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 modification to such applications, submissions, information and data have been submitted to the FDA, USDA or other Governmental Entity. To the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or could reasonably result in any other impairment of the Advisor possesses such rights of the holder of any Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by itLicense, except where the failure to obtain so fulfill or perform, or the occurrence of such Governmental Licenses, singly or in the aggregateevent, would not reasonably be expected to result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company Each of the Partnership Entities possesses, or at the Closing Time and its Subsidiaries at any Date of Delivery, if any, after giving effect to the Transactions, will possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by themmanner described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to the qualifications set forth in the Registration Statement, the General Disclosure Package and the Prospectus, including, but not limited to, the qualifications set forth under the caption “Business—Title to Our Properties,” except where the failure to obtain possess such Governmental LicensesLicenses would not, singly individually or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries Partnership Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly individually or in the aggregate, result in a Material Adverse Effect, and all . All of the such Governmental Licenses are valid and in full force and effectforce, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, result in a Material Adverse Effect. As None of the date hereof, none of the Company or its Subsidiaries have Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, provider numbers, certificates, approvals (including certificate of need approvals), consents consents, orders, certifications (including certification under the Medicare and Medicaid programs), accreditations (including, accreditation by the Joint Commission on Accreditation of Healthcare Organizations) and other authorizations (collectively, “"Governmental Licenses”") issued by by, and have made all declarations and filings with, the appropriate federal, state, state or local and foreign regulatory agencies or bodies necessary to conduct the business businesses now operated by them, except where the failure to obtain such Governmental Licensesso declare or file would not, singly or and in the aggregate, would not have a Material Adverse Effect. The ; the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or and in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge Except for any hospice agencies or inpatient facilities under development as of the Companydate hereof, all of the hospice agencies and inpatient facilities (collectively, the Advisor possesses such Governmental Licenses issued "Facilities") operated by the appropriate federal, state, local Company and foreign regulatory agencies or bodies necessary its subsidiaries are eligible to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or participate in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseMedicare and Medicaid programs.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company and its subsidiaries as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration, and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The ; the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings (nor, to the Company’s and its subsidiaries’ knowledge, are any proceedings threatened against the Company or any of its subsidiaries) relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge Where required by applicable laws and regulations of the CompanyFDA, the Advisor possesses such Governmental Licenses issued by Company and its subsidiaries have submitted to the appropriate federal, state, local and foreign regulatory agencies FDA an Investigational New Drug Application or bodies necessary to conduct the business now operated by itamendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where the such failure to obtain such Governmental Licenseswould not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be expected to have a Material Adverse Effect or (c) a Effect; all such submissions were in material adverse effect on the performance of the services under the Advisory Agreement compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating FDA with respect to the revocation or modification of any such Governmental Licensesubmissions, except any deficiencies which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess possesses such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company as currently being conducted as described in the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration, and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The ; the Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of ; and the Company or its Subsidiaries have has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge Where required by applicable laws and regulations of the CompanyFDA, the Advisor possesses such Governmental Licenses issued by Company has submitted to the appropriate federal, state, local and foreign regulatory agencies FDA an Investigational New Drug Application or bodies necessary to conduct the business now operated by itamendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where the such failure to obtain such Governmental Licenseswould not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be expected to have a Material Adverse Effect or (c) a Effect; all such submissions were in material adverse effect on the performance of the services under the Advisory Agreement compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating FDA with respect to the revocation or modification of any such Governmental Licensesubmissions, except any deficiencies which could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. The Company, has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the Company’s knowledge no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its the Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, provincial, municipal, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The ; the Company and its the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As ; and neither the Company nor any of the date hereof, none of the Company or its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect, and there are no facts or circumstances known to the Company, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification, withdrawal or termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses no party granting any such Governmental Licenses issued by is considering limiting, suspending, modifying, withdrawing, or revoking the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or same in the aggregate, would not result in (a) a any material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenserespect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To The Company and its Subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies Company or bodies necessary to conduct the business now operated by itits Subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the failure to obtain aggregate, result in a Material Adverse Effect; and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Governmental LicensesApplicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such orders, certificates, registrations, qualifications, permits, licenses, certificates, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by themthem (including, without limitation, under the insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, "Insurance Laws"), of each jurisdiction in which the conduct of their business as described in the Prospectus requires such licensing), except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The ; the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and ; all of the such Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of ; neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To ; and neither the knowledge Company nor any of its subsidiaries has received any notification from any regulatory agency or body (including, without limitation, any insurance regulatory authority) or other governmental authority to the Companyeffect that any additional Governmental License is needed to be obtained by either the Company or any of its subsidiaries, the Advisor possesses except for such additional Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, which would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be expected to have a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Except as described in the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiaries consolidated subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect. The , (B) the Company and its Subsidiaries consolidated subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and (C) all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of Effect and (D) neither the Company or nor any of its Subsidiaries have consolidated subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Without limiting the knowledge foregoing, the Company has received a final certificate of authority and order of the CompanyPSCW, dated December 1, 2016, authorizing the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects issuance of the Advisor, (b) a Material Adverse Effect or (c) a material adverse Securities and such issuance is in compliance with the terms and conditions of such order. Such order is in full force and effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor and has not received any notice of proceedings relating been amended, supplemented or otherwise modified. No proceeding to the revocation review, suspend, limit, modify, restrict or modification of any revoke such Governmental Licenseorder has been instituted.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries), except where the failure so to obtain such Governmental Licensespossess would not, singly individually or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, individually or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Except as described in the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect. The , (B) the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and (C) all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of Effect and (D) neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Without limiting the knowledge foregoing, the Company has received an authorization letter from the Federal Energy Regulatory Commission (the “FERC Authorization”), dated December 24, 2015, authorizing the issuance of the Company, Securities and such issuance is in compliance with the Advisor possesses terms and conditions of such Governmental Licenses issued by the appropriate federal, state, local authorization. Such authorization is in full force and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor and has not received any notice of proceedings relating been amended, supplemented or otherwise modified. No proceeding to the revocation review, suspend, limit, modify, restrict or modification of any revoke such Governmental Licenseauthorization has been instituted.

Possession of Licenses and Permits. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries the Group Entities possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, statenational, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The ; the Company and its Subsidiaries the Group Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, ; none of the Governmental Licenses contains any materially burdensome restrictions or conditions not described in the General Disclosure Package; and neither the Company or its Subsidiaries have nor any of the Group Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge Except in respect of the Companyfiling by the Company of its share option plan with the relevant tax authorities as described in the Registration Statement, the Advisor possesses such Governmental Licenses issued by General Disclosure Package and the Prospectus, the Company and the Group Entities have made all required filings and registrations with the appropriate federal, statenational, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of for the Company, the Advisor has not received any notice of proceedings relating to the revocation ’s share incentive plans and options or modification of any other awards granted under such Governmental Licenseshare incentive plans.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To The Company and its subsidiaries (i) are, and at all times have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of the Company, the Advisor possesses such Governmental Licenses issued any product manufactured or distributed by the appropriate federal, state, local and foreign regulatory agencies Company or bodies necessary to conduct the business now operated by itits subsidiaries (“Applicable Laws”), except where such noncompliance would not, singly or in the failure to obtain aggregate, result in a Material Adverse Effect; and (ii) have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Governmental LicensesApplicable Laws, except where being in contravention of any of the foregoing representations or warranties, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company possesses, or qualifies for an exemption from any applicable requirement to obtain, such valid and its Subsidiaries possess such current registrations, listings, permits, licenses, approvals, clearances, certificates, approvals, consents and other authorizations issued by the appropriate Governmental Entities necessary to conduct the business now operated by it (collectively, “Governmental Licenses”) issued (including, without limitation all such Governmental Licenses required by the appropriate FDA, the EMA, or any other federal, state, local and or foreign regulatory agencies or bodies necessary engaged in the regulation of clinical trials, medical devices or activities related to conduct the business now operated by themthe Company in such jurisdictions), except where the failure so to obtain such Governmental Licensespossess or qualify would not, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of the date hereof, none of the The Company or its Subsidiaries have has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local The Company (i) is and foreign regulatory agencies or bodies necessary to conduct the business now operated by ithas been in compliance with all Health Care Laws (as hereinafter defined), except where the failure to obtain such Governmental Licensesnoncompliance would not, singly or in the aggregate, would not reasonably be expected to result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or Effect; and (cii) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any FDA Form 483, written notice of proceedings relating to the revocation adverse finding, warning letter, untitled letter or modification of other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting noncompliance with (x) any Health Care Laws or (y) any Governmental Licenses required by any such Governmental LicenseHealth Care Laws, except where such noncompliance would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificatesapprovals, approvalsregistrations, memberships, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would could not, singly or in the aggregate, result in have a Material Adverse EffectEffect and no event has occurred that allows, and or after notice or lapse of time would allow, revocation or termination of any such Governmental License or result in any other material impairment of the rights of any such Governmental License; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses License or the failure of such Governmental License to be in full force and effect would not result in reasonably be expected to have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in reasonably be expected to have a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any material statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the such failure to obtain such Governmental Licensesbe so in compliance would not reasonably be expected to, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries possess Each of the BIP Entities possesses such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are ; each of the BIP Entities is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries have BIP Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To , and there are no facts or circumstances, including without limitation facts or circumstances relating to the knowledge revocation, suspension, modification, withdrawal or termination of the Company, the Advisor possesses such any Governmental Licenses issued held by others, known to BIP, that could lead to the appropriate federalrevocation, statesuspension, local and foreign regulatory agencies modification, withdrawal or bodies necessary to conduct the business now operated by it, except where the failure to obtain termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the AdvisorEffect. To the knowledge of the CompanyBIP, the Advisor has not received any notice of proceedings relating to the revocation or modification of no party granting any such Governmental LicenseLicenses is considering limiting, suspending, modifying, withdrawing, or revoking the same in any material respect.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the absence of the permit, license, approval, consent or other authorization or the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such possesses all certificates, authorizations, registrations, permits, licenses, certificates, approvals, approvals and consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated of the Company, as described in the General Disclosure Package and the Prospectus, including without limitation, all such certificates, authorizations, registrations, permits, licenses, approvals and consents required by themthe United States Food and Drug Administration (the “FDA”) or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials and medical devices, except where the failure so to obtain possess such Governmental LicensesLicenses would not, singly or in the aggregate, would not have a Material Adverse Effect. The ; the Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result not, singly or in the aggregate, have a Material Adverse Effect. As of the date hereof, none of ; and the Company or its Subsidiaries have has not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in have a Material Adverse Effect. To the knowledge extent required by applicable laws and regulations of the CompanyFDA, the Advisor possesses such Governmental Licenses issued by Company has submitted to the appropriate federal, state, local and foreign regulatory agencies FDA an Investigational Device Exemption or bodies necessary to conduct the business now operated by itamendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring, except where the failure to obtain so make such Governmental Licensessubmissions would not, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) be reasonably likely to have a Material Adverse Effect or (c) a Effect; all such submissions were in material adverse effect on the performance of the services under the Advisory Agreement compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating FDA with respect to the revocation or modification of any such Governmental Licensesubmissions.

Possession of Licenses and Permits. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectuses, the Company and each of its Subsidiaries subsidiaries possess such permitsor have obtained, all licenses, certificates, consents, orders, approvals, consents permits and other authorizations (collectivelyissued by, “Governmental Licenses”) issued by and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the General Disclosure Package and foreign regulatory agencies or bodies necessary to conduct the business now operated by themProspectuses (the “Governmental Licenses”), except where the failure to possess, obtain such Governmental Licensesor make the same would not, singly individually or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all . All of the such Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As of Except as disclosed in the date hereofRegistration Statement, none of the General Disclosure Package and the Prospectuses, neither the Company or nor any of its Subsidiaries subsidiaries have received any written notice of proceedings any proceeding relating to the revocation or modification of any such Governmental Licenses whichLicense or has any reason to believe that such Governmental License will not be renewed in the ordinary course, singly except where such revocation, modification or failure to obtain any such renewal would not, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and its Subsidiaries possess such required permits, licenses (including, without limitation, any state nursing pool licenses), provider numbers, certificates, approvals, accreditations (including, without limitation, accreditation required by the Joint Commission on Accreditation of Healthcare Organizations), consents and other authorizations (collectively, “"Governmental Licenses”") issued by by, and have made all required declarations and filings with, the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by themthem (including, except where without limitation, the failure Governmental Licenses as are required under such federal and state healthcare laws as are applicable to obtain the Company and its Subsidiaries; to the best knowledge of the Company, the individual nurses and other personnel that the Company and its subsidiaries have placed or intend to place with clients have obtained all necessary Governmental Licenses to be legally qualified to serve at the facilities and in the positions in which they are staffed and the Company takes reasonable measures to ensure that all such nurses and other personnel possess such Governmental Licenses, singly or in ; the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Except as described in the General Disclosure Package and the Prospectus, (A) the Company and its Subsidiaries consolidated subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, them in the manner described in the Prospectus except where the failure to obtain possess any such Governmental Licenses, singly or in the aggregate, Licenses would not have a Material Adverse Effect. The , (B) the Company and its Subsidiaries consolidated subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so possess or comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and (C) all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of and (D) neither the Company or nor its Subsidiaries consolidated subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Without limiting the knowledge foregoing, the Company has received a final certificate of authority and order of the CompanyPSCW, dated February 13, 2023, authorizing the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects issuance of the Advisor, (b) a Material Adverse Effect or (c) a material adverse Securities and such issuance is in compliance with the terms and conditions of such order. Such order is in full force and effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor and has not received any notice of proceedings relating been amended, supplemented or otherwise modified. No proceeding to the revocation review, suspend, limit, modify, restrict or modification of any revoke such Governmental Licenseorder has been instituted.

Possession of Licenses and Permits. The Company and its Subsidiaries At the Closing Time, after giving effect to the Transactions, the Partnership Entities will possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies Governmental Entities or bodies rights of use related thereto set forth in the Omnibus Agreement necessary to conduct the business now operated by themWestern Logistics LP Business, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company A Western Entity possesses, and its Subsidiaries are immediately prior to the Closing Time will possess, such Governmental Licenses issued by the appropriate Governmental Entities necessary to conduct the Western Logistics LP Business, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. At the Closing Time, after giving effect to the Transactions, the Partnership Entities will be in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect. Each Western Entity that possesses any such Governmental License necessary to conduct the Western Logistics LP Business is, and immediately prior to the Closing Time will be, in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. At the Closing Time, all of the Governmental Licenses are will be valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As None of the date hereof, none of the Company or its Subsidiaries have Western Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company Partnership Entities have filed or caused to be filed with the appropriate Governmental Entities all forms, statements, reports, and its Subsidiaries documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the business of the Partnership and the related facilities under all applicable laws and their respective rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Entities possess such valid and current certificates, permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure to obtain such Governmental Licensesso possess would not, singly individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries Partnership Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As None of the date hereof, none of the Company or its Subsidiaries have Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Companywould, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly individually or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be expected to have a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of such Governmental Licenses of the Governmental Licenses Company and its subsidiaries, and, to the knowledge of the Company, the tenants, operators and borrowers of the Company or its subsidiaries, are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Neither the Company or any of its subsidiaries, nor, to the knowledge of the date hereofCompany, none the tenants, operators or borrowers of the Company or its Subsidiaries have subsidiaries, has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company Trust and its Subsidiaries subsidiaries possess such permits, licenses, approvals, certificates, approvalsfranchises, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies bodies, including, without limitation, under any law, rule or regulation applicable to the health care industry or Environmental Laws (as defined in Section 1(y) below), necessary in the case of each such party, as the case may be, to acquire and own, lease or sublease, lease to others and conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company ; the Trust and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As ; and neither the Trust nor any of the date hereof, none of the Company or its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued Each property owned by the appropriate federalTrust or its subsidiaries and the current and intended use and occupancy thereof, statecomplies with all applicable zoning laws, local ordinances and foreign regulatory agencies or bodies necessary to conduct the business now operated by itregulations in all material respects, except where the failure to obtain for such Governmental Licenses, singly or in the aggregate, failures which would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on Effect. Neither the performance Trust nor any of its subsidiaries has received from any governmental authority any written notice of, and the services under the Advisory Agreement by the Advisor. To the Trust does not have knowledge of the Companyany threat of, the Advisor has not received condemnation of or a zoning change affecting such properties or any notice of proceedings relating to the revocation or modification of any such Governmental Licensepart thereof which if consummated would have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure to so comply would not, reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and no event has occurred which allows, and all or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform, or the occurrence of such event, would not, reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licensesreasonably be expected to, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental LicenseEffect.

Possession of Licenses and Permits. The Company and its the Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, provincial, municipal, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The ; the Company and its the Subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As ; and neither the Company nor any of the date hereof, none of the Company or its Subsidiaries have has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect, and there are no facts or circumstances known to the Company, including without limitation facts or circumstances relating to the revocation, suspension, modification, withdrawal or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification, withdrawal or termination of any such Governmental Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses no party granting any such Governmental Licenses issued by is considering limiting, suspending, modifying, withdrawing, or revoking the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or same in the aggregate, would not result in (a) a any material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenserespect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly singularly or in the aggregate, would not have result in a Material Adverse Effect. The Effect (including, without limitation, the Board of Governors of the Federal Reserve System, the Maryland State Office of the Commissioner of Financial Regulation and the Federal Deposit Insurance Corporation); the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly singularly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits Significant Subsidiaries has failed to file with applicable regulatory authorities any statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly singularly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each of the Company and its Subsidiaries possess the Group Entities possesses such permits, licenses, certificatesfranchises, concessions, orders, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to own, lease, license and use its properties and assets and conduct its business in the business now operated by themmanner described in the Registration Statement, the Disclosure Package and the Prospectus and has made all necessary declarations and filings with all Governmental Entities, except where the failure so to obtain such Governmental Licensespossess, declare or file would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its Subsidiaries the Group Entities are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As Neither the Company nor any of the date hereof, none of the Company or its Subsidiaries have Group Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.

Possession of Licenses and Permits. The Company and, to the Company’s knowledge, each of the Company’s vendors and its Subsidiaries possess ingredient suppliers possesses such permits, licenses, certificates, approvals, clearances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, including, without limitation, all such Governmental Licenses required by the United States Food and Drug Administration (the “FDA”) and other federal regulatory agencies, all comparable state regulatory agencies, and other foreign authorities, except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries are is in compliance with the terms and condition conditions of all such Governmental LicensesLicenses and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the rights of the holder of any Government License, except where the failure so to so comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. The Company (a) has not received notice of any ongoing claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any U.S. or non-U.S. Governmental Entity or third party alleging that any product, operation or activity is in violation of any Healthcare Laws or Advertising Laws (as defined below) or any Governmental Licenses and has no knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (b) has not received notice that the FDA, the FTC or any other Governmental Entity has taken, is taking or intends to take regulatory action, and all has no knowledge that the FDA, the FTC or any other Governmental Entity is considering such action; (c) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, safety alert, or similar notice or action relating to any alleged product defect or violation of the Governmental Licenses are valid and in full force and effectHealthcare Laws, except where the invalidity of such Governmental Licenses to be in full force and effect recall, safety alert or similar notice or action would not result in a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichreasonably be expected to, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Company; and (d) is not a party to any corporate integrity agreement, the Advisor possesses such Governmental Licenses issued by the appropriate federaldeferred prosecution agreement, statemonitoring agreement, local and foreign regulatory agencies consent decree, settlement order, or bodies necessary similar agreements, or has any reporting obligations pursuant to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such agreement, plan or correction or other remedial measure entered into with any Governmental LicenseEntity.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not, singly or in the aggregate, would not have result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in a Material Adverse Effect, and all . All of the Governmental Licenses are valid and in full force and effect, except where when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, singly or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To The Company and its subsidiaries (i) are, and since January 1, 2013 have been, in compliance with all statutes, rules and regulations applicable to the knowledge ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by or on behalf of the Company, the Advisor possesses such Governmental Licenses issued Company or its subsidiaries or out-licensed by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by itCompany (“Applicable Laws”), except where the failure to obtain for such Governmental Licensesnoncompliance that, singly or in the aggregate, would not reasonably be expected to result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or Effect; and (cii) a material adverse effect on except as disclosed in the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the CompanyRegistration Statement, the Advisor has General Disclosure Package and the Prospectus, have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of proceedings relating to the revocation adverse finding, warning letter, untitled letter or modification of other written correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting any non-compliance with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Governmental LicenseApplicable Laws, except for such noncompliance that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies (including, without limitation, all regulations and orders of, or agreements with, the Board of Governors of the Federal Reserve System, the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation) necessary to conduct the business now operated by them, except where the failure so to obtain such Governmental Licensespossess would not reasonably be expected to, singly individually or in the aggregate, would not have a Material Adverse Effect. The ; the Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would notnot reasonably be expected to, singly singularly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in be reasonably expected to have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To Neither the knowledge Company nor any of the Companyits subsidiaries has failed to file with applicable regulatory authorities any material statement, the Advisor possesses such Governmental Licenses issued report, information or form required by the appropriate federalany applicable law, state, local and foreign regulatory agencies regulation or bodies necessary to conduct the business now operated by itorder, except where the failure to obtain such Governmental Licensesbe so in compliance would not, singly singularly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) reasonably be likely to have a Material Adverse Effect Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating authority with respect to the revocation or modification of any such Governmental Licensefilings or submissions.

Possession of Licenses and Permits. The Except as disclosed in the Offering Memorandum, the Company and its Subsidiaries subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and or foreign regulatory agencies or bodies necessary to conduct the business now operated by themthem (collectively, except where the failure to obtain such "Governmental Licenses, singly or in "); the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are in compliance with the terms and condition conditions of all such Governmental Licenses, except where the failure so to so comply would not, singly or in the aggregate, result in have a Material Adverse Effect, and ; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in have a Material Adverse Effect. As of the date hereof, none of ; and neither the Company or nor any of its Subsidiaries have subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To The Company has not been informed of any fact, event or circumstance that is reasonably likely to impair the knowledge Company's (or its subsidiaries') ability to obtain any Governmental Licenses necessary or advisable in order to effectuate the Company's future plans and strategies described in the Offering Memorandum. Without limiting the generality of this paragraph (xix): (A) The Company and each of its subsidiaries hold all telecommunications regulatory licenses, permits, authorizations, consents and approvals (the "Telecommunications Licenses") required from the Federal Communications Commission (the "FCC") for the Company and its subsidiaries to conduct their business on and as of the Companydate hereof in the manner described in the Offering Memorandum, except as would not have, individually or in the Advisor possesses such Governmental aggregate, a Material Adverse Effect; the Telecommunications Licenses have been duly and validly issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by itare in full force and effect, except where the failure to obtain such Governmental Licensesbe in full force and effect would not have, singly individually or in the aggregate, a Material Adverse Effect; no proceedings to revoke or restrict the Telecommunications Licenses are pending or, to the best of the Company's knowledge, threatened; neither the Company nor its subsidiaries are in violation of any of the terms and conditions of any of the Telecommunications Licenses, are in violation of the Communications Act of 1934, as amended (the "Communications Act"), or are in violation of any FCC rules and regulations, except as would not result have, individually or in (a) the aggregate, a material adverse Material Adverse Effect; and the Company and its subsidiaries have in effect with the FCC all international and domestic service tariffs necessary to conduct their business on the condition, financial or otherwise, earnings, business affairs or business prospects and as of the Advisordate hereof in the manner described in the Offering Memorandum except as would not have, individually or in the aggregate, a Material Adverse Effect; (bB) The Company and its subsidiaries have obtained all state and municipal Telecommunications Licenses and filed all tariffs required for the provision of telecommunications services in any state to conduct their business on and as of the date hereof in the manner described in the Offering Memorandum, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect; (C) There is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any state utility commission or similar state agency ("PUC") or municipality against the Company or its subsidiaries or any action, proceeding or investigation pending before the FCC or any state PUC or municipality, or, to the Company's knowledge, threatened by the FCC or any state PUC or municipality against the Company or its subsidiaries which, if the subject of any unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company or its subsidiaries; (D) No license, permit, consent, approval, order or authorization of, or filing with, the FCC or with any state PUC or municipal authority on the part of the Company or its subsidiaries is required in connection with the issuance or sale of the Securities; and (E) Neither the issuance and sale of the Securities nor the performance by the Company or its subsidiaries of their obligations under this Agreement, the Registration Rights Agreements (as defined herein), the Indenture or the Pledge and Escrow Agreement (as defined herein) (collectively, the "Purchase Documents") will result in a violation in any material respect of: (1) the Communications Act or the applicable rules or regulations, or any order, writ, judgment, injunction, decree or award of the FCC binding on the Company or its subsidiaries; (2) any state telecommunications laws or any applicable state PUC rules or regulations, or any order, writ, judgment, injunction, decree or award of any state PUC binding on the Company or its subsidiaries; or (c3) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating municipal rules or regulations applicable to the revocation Company or modification of any such Governmental Licenseits subsidiaries.

Possession of Licenses and Permits. The Company and its Subsidiaries the Subsidiary possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themthem (including, without limitation, all such permits, licenses, approvals, consents and other authorizations required by the FDA, the EMA, or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and the Subsidiary), except where the failure so to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and condition of all such Governmental Licenses, except where the failure to so comply possess would not, singly individually or in the aggregate, result in a Material Adverse Effect. The Company and the Subsidiary are in compliance in all material respects with the terms and conditions of all Governmental Licenses. The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, and all to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any permit. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, individually or in the aggregate, result in a Material Adverse Effect. As of the date hereof, none of Neither the Company or its Subsidiaries have nor the Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, result in a Material Adverse Effect. To the knowledge of the Company, the Advisor possesses such Governmental Licenses issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not result in (a) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (b) a Material Adverse Effect or (c) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor. To the knowledge of the Company, the Advisor has not received any notice of proceedings relating to the revocation or modification of any such Governmental License.