Permits. The Company and each Company Subsidiary currently have all material Permits which are required to permit, immediately following the Closing, the operation of its and their business as presently conducted, except for those Permits the absence of which would not reasonably be expected to be material to the Company and the Company Subsidiaries (other than the Excluded Entities), taken as a whole, and each such Permit is valid and in full force ownership and effect. Neither the Company nor any Company Subsidiary is, nor has the Company or any Company Subsidiary, during the past five years, been in default or violation (and, to the Company’s Knowledge, no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit held by the Company or any Company Subsidiary, except as would not be material to the Company or such Company Subsidiary. Neither the Company nor any Company Subsidiary has during the past five years, received any notice # terminating, suspending, revoking, cancelling, withdrawing or modifying in an adverse manner any Permits, # of any intent to impose any civil penalties on the Company or any Company Subsidiary as a result of any deviation of the term of any Permit or # threatening to do any of the foregoing. All applications and filings required to have been filed for the renewal and effectiveness of each Permit required to permit the operation, following the Closing, of the Company or any Company Subsidiary, have been duly filed on a timely basis with the appropriate Governmental Entity. No Permits used in the business of the Company or any Company Subsidiary is held in the name of any Person other than the Company or any Company Subsidiary, as applicable.

The Company is in possession of all Permits necessary for the Company and each Company Subsidiary to own, lease and operate their respective properties or to conduct the Business consistent with past practice. All applications for or renewals of all Permits have been timely filed and made in accordance with applicable Law and no such Permit will expire or be terminated as a result of the consummation of the transactions contemplated by the Transaction Documents. All of such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Company is in compliance with the foregoing. There is no Action pending, or to the Knowledge of the Company, threatened, nor has the Company received any written notice, to the Knowledge of the Company, non-written, from any Governmental Entity, to revoke, cancel, refuse to renew or adversely modify any Permit.