Compliance with Other Instruments. The Company is not in violation or default # of any provisions of the Restated Charter or the Company’s bylaws, # of any judgment, order, writ or decree of any court or governmental entity, # under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, # to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either # a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or # an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Other Instruments. Such other instruments as may be necessary or advisable and reasonably required or requested by Buyer or its counsel to affect the purposes hereof, including specifically a Form 8594 for tax purposes.

Except as would not have a Material Adverse Effect, the business and operations of ​ has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of ​ Except as would not have a Material Adverse Effect, ​ is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which ​ is a party or by which any of ​’s properties, assets or rights are bound or affected. To the knowledge of ​, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which ​ is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. ​ is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of ​, any event or circumstance relating to ​ that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits ​ from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

The Company has the requisite corporate power and authority to enter into the Agreement and to issue the Securities in accordance with the terms hereof.

Instruments. Each Grantor agrees that if any Intercompany Obligations, Accounts or other Collateral in excess of ​, individually, is at any time evidenced by a promissory note, chattel paper, electronic chattel paper or other Instrument or Letter of Credit, any such promissory note, chattel paper, electronic chattel paper or other Instrument or Letter of Credit shall be in form suitable for transfer by delivery (or the granting of “control”). To the extent amounts thereof exceed ​ in the aggregate at any one time, such promissory notes, chattel paper, electronic chattel paper or other Instruments or Letter of Credits shall be promptly delivered to the Administrative Agent to be held as Collateral hereunder, together with appropriate endorsements or other necessary instruments of registration, transfer or assignment, duly executed and in form and substance reasonably satisfactory to the Administrative Agent, and in each case together with such other instruments or documents as the Administrative Agent may reasonably request from time to time.

Further Instruments. At the request of the Company or any Company Group member during Employee’s employment and thereafter, the Employee

Further Instruments. Optionee hereby agrees to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement including, without limitation, the Investment Representation Statement in the form attached hereto as [Exhibit C].

Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Further Instruments. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including, without limitation, that, prior to receiving any Option Shares, Participant shall have executed a counterpart signature page to the Amended and Restated Voting Agreement dated ​, as amended, and the Amended and Restated Right of First Refusal and Co-Sale Agreement dated ​, as amended.

Further Instruments. The Assignee and the Assignor hereby agree that they will, from time to time, execute and deliver such further instruments as may be reasonably required to implement and effectuate the assignment and assumption pursuant to this Agreement.

Further Instruments. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Compliance With Laws, Instruments, Applicable Permits, Etc. Borrower shall promptly comply, or cause compliance, in all material respects with all Legal Judgments (including Legal Judgments relating to environmental protection, employment practices, terms and conditions of employment, wages and hours, equal employment opportunity or employee benefit plans, ERISA Plans and employee safety.

Compliance with Existing Instruments and Applicable Law. Neither the Company nor any of the Subsidiaries is # in violation of its certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”); # in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or # in breach of or default under, and there is no condition that would constitute, a Debt Repayment Triggering Event (as hereafter defined) any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses # (only in the case of Priory and its subsidiaries), [(ii) and (iii)])] for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as otherwise disclosed in the Time of Sale Document and the Final Offering Memorandum. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties.

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Compliance. The Buyer is not in violation of any term of its Certificate, as amended. To the Buyer’s knowledge, the Buyer is not in violation of or default under any provision of: # any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it is a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or # any judgment, decree, order, statute, rule or regulation to which the Buyer is subject to, but excluding from the [foregoing [clauses (a) and (b)])]])], defaults or violations which would not have an Buyer Material Adverse Effect or which become applicable as a result of the business or activities in which Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Company.

Compliance. Except as disclosed on the SEC Reports or on [Schedule 3.1(l)], neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.

This Agreement is intended to comply with all applicable laws and regulations, including without limitation, Internal Revenue Code Section 409A, as the same may be amended from time to time (“[Section 409A]”), and shall be construed to the fullest extent possible to be so compliant. However, in the event that any term or provision of this Agreement should at any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party.