Compliance with Laws, Generally. Each EnTrust Entity is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws (including the Advisers Act, ERISA, the Exchange Act, the Investment Company Act, the Securities Act, the Commodity Exchange Act, the rules and regulations of self-regulatory organizations and all other analogous applicable foreign, federal or state Laws). Except as set forth on [Section 4.12(a)] of the EnTrust Disclosure Schedule, no notices have been received by and no claims have been filed or, to the Knowledge of the EnTrust Contributor, threatened against any EnTrust Entity alleging a violation of any Laws.

Compliance with Laws, Generally. Each of the Permal Entities and the Company is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws (including the Advisers Act, ERISA, the Exchange Act, the Investment Company Act, the Securities Act, the Commodity Exchange Act, the rules and regulations of self-regulatory organizations and all other analogous applicable foreign, federal or state Laws). Except as set forth on [Section 5.12(a)] of the Permal Disclosure Schedule, no notices have been received by and no claims have been filed or, to the Knowledge of the Permal Contributor, threatened against any Permal Entity or the Company alleging a violation of any Laws.

Compliance Generally ​ and Employee intend that the payments and benefits provided under the Agreement to which this [Exhibit A] is attached will either be exempt from the application of, or comply with, the requirements of [Section 409A]. The Agreement is to be construed, administered, and governed in a manner that effects that intent and ​ will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Employee.

Covenant Compliance Generally. For purposes of determining compliance under [Article VIII], any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating consolidated net income in the most recent financial statements of the Borrower and its Subsidiaries delivered pursuant to [Section 8.2]. Notwithstanding the foregoing, for purposes of determining compliance with [Article VII], with respect to any covenant with respect to the amount of Indebtedness or investment in a currency other than Dollars, no breach of any basket contained therein shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or investment is incurred; provided, that for the avoidance of doubt, the result of any changes in rates of exchange occurring after the time such Indebtedness or investment is incurred shall otherwise apply in all other cases, including determining whether any additional Indebtedness or investment may be incurred at any time in accordance with [Article VII] and for purposes of calculating financial ratios in accordance with [Article VIII].

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.

#Certain Liens

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.