Authorization of Governmental Authorities. No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body, except such filing as may be necessary and/or required for disclosure by the Securities and Exchange Commission or pursuant to state securities or “blue sky” laws, is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Settlement Agreement.

Notices from Governmental Authorities. ​ has not received from any governmental authority written notice of # any violation of any Laws applicable (or alleged to be applicable) to the Real Property, or any part thereof, that has not been corrected, except as may be reflected by the Property Documents or otherwise disclosed in writing to ​, or # any pending or contemplated condemnation of the Real Property or any part thereof.

Filings with Governmental Authorities. Each EnTrust Entity has filed all material notices of any claim of exemption, registrations, reports, financial statements, sales literature, statements, notices and other material filings (including Forms ADV and Forms PF) relating to such EnTrust Entity or any EnTrust Fund required to be filed by it with any Governmental Authority (including filings with the Cayman Islands Monetary Authority and other foreign regulators), including all amendments or supplements to any of the above (the “EnTrust Filings”) for the past three (3) years. Such EnTrust Filings were timely filed, were accurate and complete, and complied in all material respects with the requirements of applicable Law.

Filings with Governmental Authorities. Each Permal Entity has filed all material notices of any claim of exemption, registrations, reports, financial statements, sales literature, statements, notices and other material filings (including Forms ADV and Forms PF) relating to such Permal Entity or any Permal Fund required to be filed by it with any Governmental Authority (including filings with the Cayman Islands Monetary Authority and other foreign regulators), including all amendments or supplements to any of the above (the “Permal Filings”) for the past three (3) years. Except as set forth on Section 5.12(f) of the Permal Disclosure Schedule, such Permal Filings were timely filed, were accurate and complete, and complied in all material respects with the requirements of applicable Law.

Governmental Authorization. Part ​ of the Disclosure Schedule identifies each Governmental Authorization held by the Seller and/or any Seller Affiliate as of the date of this Agreement primarily related to or necessary for the operation of the Business or use of the Purchased Assets except those Governmental Authorizations that are not material to the Business or the use of the Purchased Assets. The Seller and each Seller Affiliate hold all material Governmental Authorizations that are necessary for the operation of the Business as currently operated. All such material Governmental Authorizations held by the Seller and Seller Affiliates are in full force and effect and no violation of, or default under, any such Governmental Authorizations has occurred which would give any Governmental Body any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, except where such revocation, non-renewal, adverse modification or cancellation of such Governmental Authorizations would not be material to the Business. Neither the Seller nor any Seller Affiliate has ever received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding # any actual, alleged, possible or potential material violation of or failure to comply with any term or requirement of any material Governmental Authorization that is necessary for the operation of the Business as currently operated or use of the Purchased Assets, or # any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization that is necessary for the operation of the Business as currently operated or use of the Purchased Assets.

Governmental Authorization. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to YourSpace in connection with the execution and delivery of this Agreement by YourSpace or the consummation by YourSpace of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Securities Act or Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with # the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or for the consummation of the Transactions, # the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, # the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Liens permitted under Section 7.01) or # the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except # for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and # to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There exists no default or breach of any ROFR, and no facts known to any Loan Party exist that would trigger any ROFR Statute or any ROFR, except to the extent that such default, breach or trigger would not reasonably be expected to be materially adverse to the Partnership and its Restricted Subsidiaries, taken as a whole.

The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.03, in each case, in form and substance reasonably satisfactory to Creditor and the Company, and no such consent, authorization, order and approval shall have been revoked.

Governmental Authorization. “Governmental Authorization” shall mean any:

Consents and Approvals of Government Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation of the transactions contemplated thereby, except where such action has been taken prior to the Closing.