Accuracy of Representations and Warranties. Each of the Fundamental Representations shall be true and correct in all respects as of the Effective Date and at and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.

Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in Article 4 hereof (other than the Fundamental Representations) shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date hereof and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time) and # the Fundamental Representations shall be true and correct in all respects as of the Effective Date and atdate hereof and as of the Initial Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.Date.

Accuracy of Representations and Warranties. Each of # the representations and warranties of the Company Group set forth in Article 4 hereof (other than the Fundamental Representations) shall be true and correct in all respects as of such Additional Closing Date (except to the extent that such representation or warranty speaks to a different place or time, in which case such representation or warranty shall be been true and correct as of such other date or time), except for such failures to be true and correct as have not had, and would not reasonably be expected to have, a Material Adverse Effect, individually or in the aggregate, and # the Fundamental Representations shall be true and correct in all respects as of the Effective Date and at and as of thesuch Additional Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.Date.

Accuracy of Representations and Warranties. Each of the Fundamental RepresentationsThe representations and warranties set forth in Article V shall be true and correct in all respects as ofon the Effective Date and at and as of the Closing DateDate, with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.

Accuracy of Representations and Warranties. EachThe representations and warranties made by the EnTrust Contributor # that are Fundamental Representations shall be true and correct in all material respects as of the Closing with the same effect as though made on and as of the Closing and # that are contained in Article IV, other than the Fundamental RepresentationsRepresentations, shall be true and correct in all respects as of the Effective Date and atClosing with the same effect as though made on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would notClosing, except, in the aggregatecase of [foregoing clause (ii)], for breaches or inaccuracies of representations or warranties that do not (individually or in the aggregate) have a Material Adverse Effect.

Accuracy of Representations and Warranties. Each ofAll representations and warranties made by the Fundamental RepresentationsCompany or HoldCo shall be true and correct in all respects as of the Effective Date and aton and as of the Closing Date with the same force and effect as ifthough such representations and warranties had beenwere made on the Closing Date (except forand as of that date (other than those representations and warranties madethat address matters only as of a specified date,particular date or only with respect to a specific period of time which shallneed only be true and correctaccurate as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effectsuch date or with respect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date,such period), except where the failure of such representations and warranties to be so true and correct in all respectsaccurate (without giving effect to any limitation as of the applicable timeto “materiality” or “material adverse effect” set forth therein), would not in the aggregate have a Company Material Adverse Effect.

Accuracy of Representations and Warranties. EachThe representations and warranties made by each of the Fundamental RepresentationsParties herein shall be true and correct in all material respects as of the Effective Date and atdate hereof and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV exceptwere made as of the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) atdate hereof and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.Closing.

Accuracythe representations and warranties of the Company set forth in Article 3 and of the Sellers set forth in Article 4 hereof (other than the Seller Fundamental Representations and Warranties. Eachthe representations and warranties set forth in [Section 3.8(a)]) shall be true and correct in all respects (without regard to any qualifications or references to Material Adverse Effect, “material”, or any other materiality qualifications or references contained in any specific representation or warranty) in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except, in each case, # to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date and # to the extent that the events, changes, occurrences and circumstances that cause such representations and warranties to not be true and correct as of such applicable dates, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Effective Date and at and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representationsany de minimis inaccuracy) and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations[Section 3.8(a)] shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) atin all respects, in each case as, of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except whereto the failure ofextent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct in all respects as of the applicable time would not in the aggregate have a Material Adverse Effect.specified date;

Accuracy of Representations and Warranties. Each of the Fundamental Representationsrepresentations and warranties of the Company shall be true and correct in all material respects as of the Effective Date and atdate when made and as of the Closing Date with the same force and effect as if suchthough made at that time, except for representations and warranties had been made on the Closing Date (except for those representations and warranties madethat speak as of a specifiedparticular date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all material respects as of the applicable time would not in the aggregate have a Material Adverse Effect.such date.

Accuracy of Representations and Warranties. EachThe representations and warranties made by the Permal Contributor # that are Fundamental Representations shall be true and correct in all material respects as of the Closing with the same effect as though made on and as of the Closing and # that are contained in Article V, other than Fundamental RepresentationsRepresentations, shall be true and correct in all respects as of the Effective Date and atClosing with the same effect as though made on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date), and each of the representations and warranties set forth in Article IV except the Fundamental Representations shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) at and as of the Closing Date, except where the failure of such representations and warranties to be true and correct in all respects as of the applicable time would notClosing, except, in the aggregatecase of [foregoing clause (ii)], for breaches or inaccuracies of representations or warranties that do not have a Material Adverse Effect.Effect (individually or in the aggregate).