Permits. All material governmental licenses, approvals, authorizations, registrations, consents, orders, certificates, decrees, franchises and permits (collectively, “Permits”) of ​, are set forth on Section 3.16 of the ​ Disclosure Schedule. Such Permits are all of the material Permits necessary for the services provided by ​ and the conduct and operation of its business. All such Permits are in full force and effect; and no proceeding is pending or, to ​’s Knowledge, threatened, seeking the revocation or limitation of any such Permit. To ​’s Knowledge, there exists no state of facts which could cause any Governmental Entity to limit, revoke or fail to renew any Permit related to or in connection with any business as currently conducted or operated by ​.

Permits. (i) The EnTrust Entities have in full force and effect all Permits of or with all Governmental Authorities necessary for them to own, lease or operate their properties and other assets and to carry on their business, # there are no Actions pending or, to the Knowledge of the EnTrust Contributor, threatened to terminate or otherwise limit rights under any such Permits (including as a result of the Transactions) other than expirations in accordance with the terms thereof, which terms do not expire as a result of the consummation of the Transactions and # in the past three (3) years, there has occurred no material default under, or violation of, any Permit held by any EnTrust Entity. All of such Permits are in full force and effect and will remain in full force and effect and will be available for use by the applicable EnTrust Entity immediately after the Closing. Except for any Permits relating solely to the use or occupancy of real property, Section 4.12(b) of the EnTrust Disclosure Schedule sets forth a true, complete and correct list of each material Permit held by the EnTrust Entities, indicating # the name of the Permit, # the holder thereof, # the Governmental Authority that is the issuer thereof and # the expiration date, if any, thereof. Copies of such Permits were made available to the Permal Contributor prior to the date hereof. Except as indicated on Section 4.12(b) of the EnTrust Disclosure Schedule, none of the EnTrust Entities is required to be authorized, registered or licensed under applicable Laws in any non-U.S. jurisdiction.

“Health Care Permits” means any and all permits, licenses, authorizations, certificates, certificates of need, accreditations and plans of third-party accreditation agencies (such as the Joint Commission for Accreditation of Healthcare Organizations) that are required under any Health Care Law.

Payment of Healthcare Premiums. ​ further agrees to continue to pay the premiums required to continue group health insurance coverage for Employee through April 30, 2018, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Employee elects to continue and remains eligible for these benefits under COBRA, and does not obtain medical coverage through another employer or otherwise during this period.

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since March 31, 2019, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

Specifications and Permits. ​’s Signage shall set forth ​’s name and/or logo as determined by ​ in its sole discretion, but subject to ​’s reasonable approval, and in no event shall the ​’s Signage include an “Objectionable Name,” as that term is defined in Section 23.2.2, below. The graphics, materials, color, design, lettering, lighting, size, illumination, specifications and exact locations of ​’s Signage shall be subject to the prior written approval of ​, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be consistent and compatible with the quality and nature of the Project and ​’s Building standard signage specifications. In addition, the ​’s Signage shall be subject to ​’s receipt of all necessary governmental or quasi-governmental approvals and permits (collectively, “Governmental Approvals“) and shall be subject to all Applicable Laws and the Underlying Documents, specifically including the Declaration and any master signage program created or adopted for the Project. ​ hereby acknowledges that ​ has made no representation or warranty to ​ with respect to the probability of obtaining all necessary Governmental Approvals for the ​’s Signage. In the event ​ does not receive the necessary Governmental Approvals for the ​’s Signage, ​’s and ​’s rights and obligations under this Lease shall be unaffected.

Licenses and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except for such Permits required under the Acquisition Agreement that will be obtained on or prior to the Closing Date. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Time of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

The Distributor undertakes to comply with the rules of fair competition and all other applicable Federal, State or local laws and regulations.