Compliance with Investment-Related Laws. (i) Each EnTrust Entity (and any officer, director, partner or employee thereof in such Person’s capacity as such), in each case, that is required to be registered as an investment adviser, investment manager, investment adviser representative, director of a fund board of directors, broker-dealer, broker-dealer registered representative, commodity trading advisor, commodity pool operator, registered principal or Associated Person, investment company or registered agent (or in a similar capacity) with any Governmental Authority, is duly registered as such, and each such registration is in full force and effect, # to the extent that an EnTrust Entity (or any officer, director, partner, or employee thereof in such Person’s capacity as such) relies on any statutory or regulatory exemption or exception to avoid registration as an investment adviser, investment manager, investment adviser representative, director of a fund board of directors, broker-dealer, broker-dealer registered representative, commodity trading advisor, commodity pool operator, registered principal or Associated Person, investment company or registered agent (or in a similar capacity) with any Governmental Authority, such EnTrust Entity, or such officer, director, partner, or employee of such EnTrust Entity, as the case may be, has taken all actions required in order to claim and maintain such exemption or exception and # each of the officers, directors, partners, employees or Associated Persons of any EnTrust Entity in his, her or its capacity as such who is required to be registered or licensed as an Associated Person of an investment adviser or an “investment adviser representative” (as such term is defined by the Advisers Act), investment manager, director of a fund board of directors, broker-dealer, broker-dealer registered representative, registered agent, commodity pool operator, commodity trading advisor or registered principal or Associated Person or in any similar capacity with any Governmental Authority is duly registered and/or licensed and such registration is in full force and effect, except for those Persons indicated on [Section 4.12(d)] of the EnTrust Disclosure Schedule who are in the process of being so duly registered and/or licensed.

Compliance with Laws. Neither Parent nor any of its Restricted Subsidiaries # is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or # is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Compliance with Laws. No Loan Party nor any of its Subsidiaries # is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or # is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

Compliance with Laws. Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which # such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or # the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. In addition, and without limiting the foregoing sentence, each Loan Party will, and will cause each of its Restricted Subsidiaries to, comply with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions and Anti-Terrorism Laws. Each of the Partnership and its Subsidiaries shall maintain in effect policies and procedures reasonably designed to promote and achieve compliance by the Partnership, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions and Anti-Terrorism Laws.

Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which # such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or # the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws. Borrower will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, orders and restrictions relating to Health Care Laws, Anti-Corruption Laws, and environmental standards and controls), except such noncompliance as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

None of the Borrower, any of its Subsidiaries or any of their respective material properties is in violation of, nor will the continued operation of their material properties as currently conducted violate, any Legal Requirement (including any Environmental Law) or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, in either case where such violation or default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Laws. The grant of PSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the PSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the PSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

Compliance with Laws. Provider shall comply and shall cause Provider’s Personnel to comply, with all applicable laws, ordinances, codes, rules and regulations. Provider shall have all professional licenses, permits, certificates and registrations required for its performance of the Services.