Common use of Corporate Existence; Compliance with Law Clause in Contracts

Corporate Existence; Compliance with Law. Each Loan Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except to the extent permitted by Bankruptcy Code or where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental LawsLaws and any scheduled exceptions thereto, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations and any scheduled exceptions thereto set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Company (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the Commonwealth of incorporation or organization set forth in Schedule 3.1Massachusetts; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate and organizational power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed conducted, except where the failure to do so would not reasonably be conductedexpected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter Articles of Organization and bylaws or partnership or operating agreement, as applicableBy-laws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, tax Tax and other Laws, is in compliance with all applicable provisions of law Law, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, could comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, the Company has made available (including by filing publicly by XXXXX with the SEC) to the Investor a complete and correct copy of the Articles of Organization and the By-laws of the Company, each as amended to date and each of which as made available is in full force and effect.

Corporate Existence; Compliance with Law. Each Loan Party Guarantor (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing existing, and in good standing under the laws of the state of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1organization; (bii) is duly qualified to conduct do business and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification (except where the for jurisdictions in which such failure so to qualify or to be so qualified could in good standing would not reasonably be expected to have a Material Adverse Effectmaterially adverse effect on (A) the business, operations, prospects, or financial condition of Borrower or each Guarantor, (B) each Guarantor's ability to pay the Secured Obligations in accordance with the terms hereof, or (C) the Collateral, Holder's Lien on the Collateral, or the priority of any such Lien); (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber mortgage, and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore, and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents consents, or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities governmental authorities having jurisdiction, to the extent required for such ownership, operation operation, and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation and bylaws or partnership or operating agreement, as applicableby-laws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to comply would have a Material Adverse Effectmaterially adverse effect on (A) the business, operations, prospects, assets, or financial or other condition of Borrower or such Guarantor, (B) such Guarantor's ability to pay the Secured Obligations in accordance with the terms hereof, or (C) the Collateral, Holder's Lien on the Collateral, or the priority of any such Lien.

Corporate Existence; Compliance with Law. Each Loan Party of the U.S. Borrower and its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not or in good standing (where such concept is legally relevant) would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject with respect to the specific representations regarding Environmental LawsU.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each U.S. Loan Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification is necessary except where the failure to be so qualified could not be reasonably be expected to have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its Property, to lease or sublease any Property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with all applicable Requirements of Law except (unless such failure relates to any Anti-Terrorism Laws, Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions, in which case it shall be in compliance in all respects) where the failure to be in compliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; Effect and (ce) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals necessary permits from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain such permits, make such filings or partnership or operating agreementgive such notices, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Company and each of its Subsidiaries (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the applicable jurisdiction of incorporation or organization set forth in Schedule 3.1organization; (bii) is duly qualified to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification (except where for jurisdictions in which the failure to so qualify or to be so qualified could in good standing would not reasonably be expected to have a Material Adverse Effect); (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or proposed to be being conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, conduct except where the such failure to do so would not have or could not reasonably be expected to have have, singly or in the aggregate, a Material Adverse Effect; (ev) is in compliance with its charter organizational documents and bylaws or partnership or operating agreement, as applicableagreements; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law Law, except where the failure to complyfor such noncompliance which would not have, individually or in the aggregate, could not reasonably be expected to have have, a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Corporate Credit ---------------------------------------- Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1; formation, (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Transaction Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted; , and (dii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all filings with, and has given all notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.

Corporate Existence; Compliance with Law. Each Loan Party Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect; Effect and (cf) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals necessary Permits from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except where the failure to do so obtain such Permits, make such filings or give such notices could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreementnot, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not result in exposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now conducted or now, heretofore and proposed to be conductedconducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter charter, constating documents and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (ai) Borrower and each Material Subsidiary is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1; (b) and is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except qualification and where the any failure to be so qualified qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (cii) Borrower and each Material Subsidiary has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (diii) subject to the specific representations regarding Environmental Laws, each Loan Party has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct other than those licenses, except where permits, consents, approvals, filings or notices which the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain, make or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to complygive, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; (iv) Borrower and each Material Subsidiary is in compliance with its certificate or articles of incorporation and by-laws; and (v) each Loan Party is in compliance in all respects with all applicable provisions of law other than those provisions of law any failure to comply with, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations set forth herein regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1the Disclosure Document; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $100,000; (c) has the requisite corporate or limited liability company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) to the best of each Credit Party’s actual knowledge, is in compliance with and has all licenses required under all laws, including, without limitation, all applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses could not be reasonably expected to have a Material Adverse Effect; and (g) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of Holdings and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1; organization, (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; , (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; , (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect; , (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; , and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is (and its respective properties are) in compliance with all applicable provisions of law law, except where the failure to complycomply with such laws, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Corporate Credit Party: (a) is -------------------- is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1; organization, (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted; , and (dii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all filings with, and has given all notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party that are necessary or appropriate for the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.

Corporate Existence; Compliance with Law. Each Loan Party of the U.S. Borrower and its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject with respect to the specific representations regarding Environmental LawsU.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower: (a) is a corporation, limited liability company an entity duly organized or limited partnership duly organizedformed, validly existing and and, where applicable, in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; (b) its formation and is duly qualified to conduct do business and is validly existing or in good standing standing, as the case may be, in each other jurisdiction where its ownership or lease of property Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (cb) subject to the entry of the Final Order by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its propertiesProperties, to lease the property Property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (dc) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (d) is in compliance with its certificate of incorporation and bylaws; and (e) is in compliance in all material respects with its charter and bylaws all Law, except to the extent that (i) such compliance is excused by the Bankruptcy Code or partnership or operating agreementby an applicable order of the Bankruptcy Court, as applicable; and (fii) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in such non-compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, would neither have nor could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction the state of incorporation or organization set forth in Schedule 3.1their creation; (bii) is if organized in corporate form (x) are duly qualified to conduct business as foreign corporations and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to would have a Material Adverse Effect; , (cy) has have the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its their properties, to lease the property it operates they operate under lease lease, and to conduct its their business as now conducted or now, heretofore and proposed to be conducted, (z) are in compliance with their certificate or articles of incorporation and by-laws, (z) are in compliance with their certificate or articles of incorporation and by-laws ; (diii) subject if organized as a limited liability company, (x) have the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate their properties, to lease the specific representations regarding Environmental Lawsproperty they operate under lease, has and to conduct their business as now, heretofore and proposed to be conducted, (z) are in compliance with their certificate or articles of incorporation and operating agreements; (iv) have all licenses, permits, consents or approvals from or by, and has have made all filings with, and has have given all notices to, all Governmental Authorities governmental authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is are in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to comply would have a Material Materially Adverse EffectEffect on the business, operations, prospects, assets or financial or other condition of Borrowers, and each Borrower's ability to pay the obligations in accordance with the terms thereof.

Corporate Existence; Compliance with Law. Each Loan Party of the Parent and the Originator (ai) is a corporationcorporation and limited partnership, limited liability company or limited partnership respectively duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1formation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite power corporate and limited partnership power, as applicable, and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter charter, and bylaws or and partnership or operating agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required necessary for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Credit Party: (a) ---------------------------------------- is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $50,000; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Credit Party: (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualified, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablein all material respects; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except in each case where the failure to be so qualified could would not result in exposure to losses, damages or liabilities in excess of $250,000could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental LawsLaws and any scheduled exceptions thereto, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations and any scheduled exceptions thereto set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (aother ----------------------------------------- than KMC after the consummation of the Merger) and each of its Subsidiaries is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its incorporation. Each Loan Party and each of its Subsidiaries (bi) is duly qualified to conduct transact business as a foreign corporation and is in good standing as a foreign corporation under the laws of each jurisdiction in each other jurisdiction where its ownership or lease of property or which the conduct nature of its business or the location of its property requires such qualificationit to be so qualified, except where the failure to be so qualified could not reasonably be expected to have has no reasonable likelihood of having a Material Adverse Effect; (cii) has the all requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; (diii) subject to is in compliance with its certificate of incorporation and by-laws; (iv) is in compliance with all applicable Requirements of Law, except for such non-compliances that, individually or in the specific representations regarding Environmental Lawsaggregate, have no reasonable likelihood of having a Material Adverse Effect; and (v) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or transfer thereof or which the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to complyhave, individually or in the aggregate, could not reasonably be expected to would have no reasonable likelihood of having a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Odyssey (ai) is a corporation, limited liability company or limited partnership ---------------------------------------- corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in the exposure of Odyssey to have a Material Adverse Effectlosses, damages or liabilities in excess of $100,000; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $50,000 and DISCLOSURE SCHEDULE (3.1) sets forth all such jurisdictions as of the Closing Date; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so have such licenses, permits, consents or approvals, make such filings or give such notices, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company company, general partnership or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance in all material respects with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, FCC, tax and other Lawslaws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; , except where the failure to have such power and authority could not reasonably be expected to have a Material Adverse Effect, (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct except for such licenses, except where approvals, consents and permits, the failure to do so have which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of Holdings and the Credit Parties (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have result in a Material Adverse EffectEffect (provided, however, that the parties hereto acknowledge that Holdings is not currently qualified in the State of New York, but is obligated to become qualified in New York within the time provided in the post closing undertaking of even date herewith; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such material to the ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effectconduct of any such Person; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such the ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effectconduct of its business; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, healthcare, tax and other Lawslaws, is in compliance with the requirements of all applicable provisions laws, rules, regulations and orders of law any Governmental Authority (including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56), except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower and each Subsidiary of Borrower (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the state of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (bii) is duly qualified to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification (except where the for jurisdictions in which such failure to so qualify or to be so qualified in good standing could not reasonably be expected to have a Material Adverse Effect); (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber own and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has or will have made all filings with, and has or will have given all notices to, all Governmental Authorities governmental authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct (except for such licenses, except where etc., the absence of which, and such filings and notices, as to which the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws make or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregategive, could not reasonably be expected to have a Material Adverse Effect); (v) is in compliance with its certificate or articles of incorporation and by-laws; and (vi) is in compliance with all applicable provisions of law, including, without limitation, ERISA, those provisions regarding the collection, payment and deposit of employees' income, unemployment and Social Security taxes, and those provisions relating to environmental matters and Environmental Laws where the failure to comply could reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Company and each of its Subsidiaries (ai) is a corporation, partnership or limited liability company or limited partnership duly organizedformed, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization Delaware in the case of Company and set forth on SCHEDULE 4.4 in Schedule 3.1the case of its Subsidiaries; (bii) is duly qualified to conduct business as a foreign corporation, partnership or limited liability company and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification (except where the for jurisdictions in which such failure to so qualify or to be so qualified could in good standing would not reasonably be expected to have a Material Adverse EffectEffect on Company); (ciii) has the requisite corporate, partnership or limited liability company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or proposed to be being conducted; (div) subject to the specific representations regarding Environmental Lawshas, or has applied for, all licenses, permits, consents or approvals material Permits from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter certificate or articles of incorporation and bylaws or partnership or operating agreementby-laws or, as applicableif not a corporation, its governing documents; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law law, except with respect to clauses (ii) through (vi) where the failure to complysuch failure, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse EffectEffect on Company.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) ---------------------------------------- is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where such failures, individually or in the failure to do so aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership that is (except as noted on Schedule (3.1)) duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licensesmaterial Licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance in all material respects with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower (a) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1the Disclosure Document; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate or limited liability company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could would not be reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) to the best of each Borrower’s actual knowledge, is in compliance with and has all licenses required under all laws, including, without limitation, all applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses would not be reasonably expected to have a Material Adverse Effect; and (g) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $250,000; (c) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so have such licenses, permits, consents or approvals, make such filings or give such notices, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Borrower (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, (b) has the partnership power and authority, and legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a corporation, limited liability company or foreign limited partnership and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and each of its Subsidiaries (w) is duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth its organization, (x) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in Schedule 3.1; which it is currently engaged, (by) is duly qualified to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; qualification and (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ez) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject all Requirements of Law except to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the extent that the failure to complycomply therewith could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of the Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1its organization; (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not reasonably be expected to or in good standing would not, in the aggregate, have a Material Adverse Effect; (c) subject to the receipt of any necessary approvals of the Bankruptcy Court, has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; (d) subject is in compliance with its Constituent Documents; (e) is in compliance with all applicable Requirements of Law, except where the failure to be in compliance would not, in the specific representations regarding Environmental Lawsaggregate, have a Material Adverse Effect; and (f) has all licenses, permits, consents or approvals necessary Permits from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for Permits or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) subject to the entry by the Bankruptcy Court of the Orders, has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and charter; (f) is in compliance in with its bylaws or partnership or operating agreement, as applicable, except for any such failures individually or in the aggregate that are not material in nature and would not be materially adverse to Agent or Lenders or impair the execution, delivery or performance by such Credit Party of any of its obligations hereunder and under any Related Transaction Documents; and (fg) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party and each ---------------------------------------- of its Subsidiaries (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of (i) $100,000 for any Credit Party or (ii) $500,000 for all Credit Parties in the aggregate; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law (including, but not limited to, with respect to all Real Estate, any applicable federal, state or local codes, ordinances, laws, rules and regulations, including building codes, safety and fire codes, and zoning and land use laws, disabled access requirements, and seismic safety laws) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule DISCLOSURE SCHEDULE 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Originator (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1organization; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so any of the foregoing, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation and bylaws or partnership or operating agreement, as applicable; by-laws and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1; (b) and is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be so qualified in good standing could not reasonably be expected to have a Material Materially Adverse Effect; (cii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted, except where the failure to have such legal right could not reasonably be expected to have a Materially Adverse Effect; (diii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to -29- the extent required for such ownership, lease operation and conduct, except where such of the foregoing, that the failure to do so have, to have made or to have given which could not reasonably be expected to have a Material Materially Adverse Effect; (eiv) is in compliance with its charter certificate or articles of incorporation and bylaws or partnership or operating agreement, as applicableby-laws; and (fv) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except Applicable Law where the failure to comply, individually or in the aggregate, comply could not reasonably be expected to have a Material Materially Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Company and each of its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not or in good standing (where such concept is legally relevant) would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject with respect to the specific representations regarding Environmental LawsCompany and any Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so have obtained any such license, permit, consent or approval or give any such notice individually or in the aggregate, could not reasonably be expected to have cause a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws (it being understood that no representation or warranty is intended to be given herein with respect to laws covered by such specific representations), is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (a) The Borrower and each corporate Subsidiary which is not a corporation, limited liability company or limited partnership Bank Subsidiary is duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation its incorporation. Each Bank Subsidiary which is a national bank is duly organized, validly existing and in good standing under the National Bank Act, and each Bank Subsidiary (other than any Edge Act corporation) which is not a national bank is a corporation duly organized, validly existing, chartered as a state bank or organization set forth trust company and in Schedule 3.1; good standing under the laws of the state in which it is chartered. The Borrower and each Subsidiary (a) has all requisite power and authority to own and operate its property and assets and to conduct the business in which it is currently engaged, (b) is duly qualified to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to complycomply therewith, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (c) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower is a financial holding company duly registered with the Board under the Bank Holding Company Act of 1956, as amended.

Corporate Existence; Compliance with Law. Each Loan Party The Originator (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization formation as set forth in on Schedule 3.14.01(a) attached hereto (which is the Originator’s only state of organization); (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or in which the conduct nature of its business requires such qualification, it to be so qualified except where the failure to be so qualified could is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableCharter Documents; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Corporate Credit Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1; organization, (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted; , and (dii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all filings with, and has given all notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party that are necessary or appropriate for the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.

Corporate Existence; Compliance with Law. Each Loan Party The Company and each Domestic Subsidiary of the Company (a) is a corporation, limited liability company duly organized or limited partnership duly organized, formed and validly existing and in good standing under the laws of the state of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1; formation, (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite full power and authority to ownand possesses all governmental franchises, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents authorizations and approvals necessary to enable it to use its name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions lack of law except where the failure to complywhich, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, and (d) is in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality, domestic or foreign (including, without limitation, those related to asbestos, petroleum and hazardous wastes and substances), except where noncompliance would not have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole. The Company has not received any written communication from a governmental authority that alleges that the Company or any of its Subsidiaries is not in compliance, in all material respects, with all material federal, state, local or foreign laws, ordinances, rules and regulations.

Corporate Existence; Compliance with Law. Each Loan Party Corporate Credit Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1; formation, (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted; , and (dii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all filings with, and has given all notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conductconduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter such licenses, permits, franchises, rights, powers, consents or approvals from and bylaws by such Persons or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could Governmental Authorities would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Company and each Affiliation Subsidiary (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite corporate power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents orders, consents, approvals, registrations, authorizations or approvals qualifications from or by, and has made all filings with, and has given all notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conductconduct (collectively, the "PERMITS"), except where the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law (including, without limitation, the Communications Act) and the Permits, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (a) is a corporation, /limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1formation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the a failure to be so duly qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate or company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the a failure to have such or do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership that is (except as noted on Schedule (3.1)) duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licensesmaterial Licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance in all material respects with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities (including, without limitation, the SBA) having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the date hereof, the Borrower is duly licensed as a preferred lender under the SBA Preferred Lender Program in the districts set forth in Disclosure Schedule (3.1).

Corporate Existence; Compliance with Law. Each Loan Party of Borrower and Guarantors (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations set forth herein regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Each Loan Credit Party (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (or the foreign equivalent thereof, if any) under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (bii) is duly qualified to conduct business and is in good standing (or the foreign equivalent thereof, if any) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISAERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Transaction Party (ai) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing (or equivalent status) under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1organization; (bii) is duly qualified to conduct business and is in good standing (or equivalent status) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so any of the foregoing could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation or certificate of formation and bylaws by-laws, operating agreement or partnership or operating limited liability agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations set forth herein regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby- laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Such Credit Party and each Subsidiary of such Credit Party: (a) is a corporation, limited liability company corporation or limited partnership other entity duly organized, validly existing and and, if applicable, in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $100,000; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, Laws and except with respect to XX Xxxxxxx and WD BPI as disclosed in Disclosure Schedule (3.22) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter charter, bylaws, memorandum of association and bylaws or partnership or operating agreementarticles of association, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Servicer (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation, the state of Ohio (which is the Servicer's only state of incorporation); (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the such failure to be so qualified could is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber own and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, conduct except where the such failure to do so could obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1organization; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conductedconducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where other than those licenses, permits, consents and approvals the failure of which to do so could obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreementagreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law and regulation, except where the failure to comply, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Receivables Seller (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of the U.S. Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not or in good standing would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject with respect to the specific representations regarding Environmental LawsU.S. Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental LawsLaws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a1) is a corporationcorporation duly incorporated, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b2) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of C$50,000 or the Equivalent Amount thereof in another currency and would not restrict the Credit Party from collecting (including bringing any legal action to collect) any of its Accounts; (c3) has the requisite corporate power and authority and the legal right to own, pledge, mortgage mortgage, hypothecate or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d4) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, where the failure to the extent required for have such licenses, permits or consents could, in any material respect, affect such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e5) is in compliance with its charter constating documents and bylaws or partnership or operating agreement, as applicableby-laws; and (f6) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Parent Guarantor and each Originator (ai) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization as set forth in on Schedule 3.14.01(a) attached hereto; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could is not reasonably be expected likely to have result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableCharter Documents; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party and each of its Subsidiaries (a) is a corporationduly incorporated, limited liability company formed or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1organization; (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to in the aggregate have a Material Adverse Effect; (c) has the all requisite Business Entity power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; (d) subject is in compliance with its Constituent Documents and the Orders and all other orders of the Bankruptcy Court and the Canadian Court; (e) is in compliance with all applicable Requirements of Law, except where the failure to be in compliance could not in the specific representations regarding Environmental Laws, aggregate have a Material Adverse Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so obtain or make could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (to the extent applicable) under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing (to the extent applicable) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax Anti-Terrorism Laws, the Xxxxxxxx-Xxxxx Act, Tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in on Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage mortgage, hypothecate or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenseslicences, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter constating documents and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not reasonably be expected to or in good standing would not, in the aggregate, have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Health Care Laws) except where the failure to be in compliance would not, in the specific representations regarding Environmental Lawsaggregate, have a Material Adverse Effect, (f) has all licenses, permits, consents or approvals necessary Permits from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for Permits or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to obtain or make would not, in the aggregate, have a Material Adverse Effect; , and (eg) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance all materials respects with all applicable provisions of law except where laws relating to terrorism or money laundering, including the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectPatriot Act.

Corporate Existence; Compliance with Law. Each Loan Party of Holdings and its Subsidiaries other than the Designated Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could or in good standing would not reasonably be expected to have a Material Adverse Effect; Effect in the aggregate over all such failures, (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the specific representations regarding Environmental Lawsaggregate over all such failures, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to obtain or make would not, in the aggregate over all such failures, have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. 56

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation incorporation, organization or organization set forth in Schedule 3.1formation, as applicable; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate, limited liability company or limited partnership, as applicable, power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where such failures, individually or in the failure to do so aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws by-laws, operating agreement or limited partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party Borrower: (a) is is, as -------------------------------------------- of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization set forth in Schedule 3.1; Texas, (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted; , and (dii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all filings with, and has given all notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over Borrower that are necessary or appropriate for the extent required for such ownership, operation and conductconduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws maintain such licenses, permits, franchises, rights, powers, consents or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, approvals could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where such failures, individually or in the failure to do so aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of Borrower and Servicer (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have losses, damages or liabilities in excess of $50,000 with respect to Borrower or would not result in a Material Adverse EffectEffect with respect to Servicer; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could would not reasonably be expected result in exposure to have losses, damages or liabilities in excess of $50,000 with respect to Borrower or would not result in a Material Adverse EffectEffect with respect to Servicer; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Credit Collection Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where for such licenses, permits, consents, approvals or filings that can be obtained or made by the taking ministerial action to secure the grant or transfer thereof or the failure to do so obtain or make could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Borrower and each of its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified to conduct business as a foreign corporation and is in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to complygood standing would not, individually or in the aggregate, could have a material adverse effect on the business, operations, property or financial or other condition of the Borrower and its Subsidiaries taken as a whole and would not adversely affect the ability of any Loan Party to perform its respective obligations under the Loan Documents to which it is a party and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the business, operations, assets or financial or other condition of the Borrower and its Subsidiaries taken as a whole and would not reasonably be expected to adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party.

Corporate Existence; Compliance with Law. Each Loan Party The Company and each of its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not or in good standing (where such concept is legally relevant) would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject with respect to the specific representations regarding Environmental LawsCompany and any Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Servicer (ai) is a corporation, limited liability company or limited partnership ---------------------------------------- corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except (in the case of each of the foregoing clauses (ii) through (vi)) where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or a limited partnership duly organizedformed, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1formation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualified, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate, company or partnership power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of the Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1its incorporation; (b) is duly qualified to conduct business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing could not be reasonably be expected to have result in a Material Adverse EffectChange; (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; (d) subject is in compliance with its Constituent Documents; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance could not in the specific representations regarding Environmental Laws, aggregate be reasonably expected to result in a Material Adverse Change; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so obtain or make could not in the aggregate be reasonably be expected to have result in a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectChange.

Corporate Existence; Compliance with Law. Each Loan Party Borrower and each of ---------------------------------------- its Subsidiaries: (a) is is, as of the Closing Date, and will continue to be, (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing existing, and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its incorporation, (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where qualification and in which the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect, (iii) in compliance with its articles or certificate of incorporation, as the case may be, and bylaws, and (iv) in compliance with all Applicable Laws and for which the failure to be in compliance could reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to own, pledge, mortgage mortgage, or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, previously, or proposed to be conducted; , and (dii) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents franchises, rights, powers, consents, or approvals from or byby all Persons or Governmental Authorities having jurisdiction over Borrower or any of its Subsidiaries that are necessary or appropriate for the conduct of its business. As of the Closing Date, Borrower and each of its Subsidiaries has made and will continue to make all filings with, with any Governmental Authority that are necessary or appropriate for the conduct of its business and has given and will continue to give all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, the ownership and operation of its property and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.

Corporate Existence; Compliance with Law. Each Loan Party Grantor: (a) is is, as of the Closing Date, and thereafter will continue to be (i) (A) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, and validly existing (except as otherwise expressly permitted under Section 5.3) and (B) in good standing (or its equivalent) under the laws of the jurisdiction of its incorporation or organization, (ii) duly qualified to do business and in good standing under the laws of (or its respective jurisdiction of incorporation or organization set forth in Schedule 3.1; (bequivalent) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law, Contractual Obligations and Permits that are necessary or appropriate for the conduct of such Grantor’s business, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite power corporate power, or limited liability company power, as applicable, and authority and the legal right to (A) execute and deliver the Loan Documents, in each case, as of the date of execution and delivery of such Loan Documents to which it is a party, (B) ​ perform its obligations under the Loan Documents to which it is a party, and (C) own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now conducted now, heretofore or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with(ii) except as could not, and has given all notices toindividually, all Governmental Authorities having jurisdictionor in the aggregate, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with , all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Grantor that are necessary or appropriate for the conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.

Corporate Existence; Compliance with Law. Each Loan Party of the U.S. Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not or in good standing would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject with respect to the specific representations regarding Environmental LawsU.S. Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not obtain or make would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION

Corporate Existence; Compliance with Law. Each Loan Party Guarantor (ai) is a corporation, corporation or a limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1organization, as applicable; (bii) is duly qualified to conduct do business and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not result in exposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber own and operate in all material respects its properties, to lease the property it operates under lease lease, and to conduct its business in all material aspects as now conducted or now, heretofore and proposed to be conductedconducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (div) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter charter, constating documents and bylaws or partnership or operating agreement, as applicable; and (fvi) subject to specific representations set forth herein in the Credit Agreement regarding ERISA, Environmental Laws, tax Tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Each Loan Credit Party (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (or the foreign equivalent thereof, if any) under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule DISCLOSURE SCHEDULE (3.1); (bii) is duly qualified to conduct business and is in good standing (or the foreign equivalent thereof, if any) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISAERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party The Borrower (a) is a)is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization set forth in Schedule 3.1Delaware; (b) is b)is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) c)subject to the entry by the Bankruptcy Court of the Lending Order, has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has d)has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is e)is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is f)is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party and each of its Subsidiaries (a) is a corporationduly incorporated, limited liability company formed or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Schedule 3.1organization; (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other NY 72168370v12 jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to in the aggregate have a Material Adverse Effect; (c) has the all requisite Business Entity power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; (d) subject is in compliance with its Constituent Documents and the Orders and all other orders of the Bankruptcy Court; (e) is in compliance with all applicable Requirements of Law, except where the failure to be in compliance could not in the specific representations regarding Environmental Laws, aggregate have a Material Adverse Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so obtain or make could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of the Parent and its Restricted Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationand, except where the failure to be so qualified in good standing could not reasonably be expected to have a Material Adverse Effect; , in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance could not, in the specific representations regarding Environmental Lawsaggregate, be reasonably expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to do so obtain or make could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreementnot, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (a) Except as set forth on Schedule 3.1(a), each Loan Party and each of its Restricted Subsidiaries (i) is a corporation, limited liability company or limited partnership duly and solely organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (bii) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under a Lease or sublease, as applicable, and to conduct its business as now or currently proposed to be conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; , (civ) is in compliance with all applicable Requirements of Law and Healthcare Laws, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect, and (v) has the requisite power all necessary Permits and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals Primary Licenses from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter obtain such Permits and bylaws Primary Licenses, make such filings or partnership or operating agreementgive such notices, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (a) MLO is a corporation, limited liability company or limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. ML Resources, Inc. is the managing general partner of MLO. ML Resources, Inc. is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization set forth in Schedule 3.1; Delaware. Neither Borrower has any Subsidiaries. Each Borrower (bi) is duly qualified to conduct business as a foreign corporation or limited partnership and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification (except where the for jurisdictions in which such failure to so qualify or to be so qualified could in good standing would not reasonably be expected to have a Material Adverse Effect); (cii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its propertiesall real property that it owns, to lease the real property it operates under lease lease, and to conduct its business as now conducted or now, heretofore, and proposed to be conducted; (diii) subject to the specific representations regarding Environmental Laws, has all material licenses, permits, consents consents, or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation operation, and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (eiv) is in compliance with its charter certificate of incorporation and bylaws by-laws, or partnership or operating agreementits agreement of limited partnership, as applicable; and (fv) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to comply would have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party of Holdings, the Borrowers and their Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Schedule 3.1; its organization, (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified could not reasonably be expected to or in good standing would not, in the aggregate, have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or currently proposed 76 Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the specific representations regarding Environmental Lawsaggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except where for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws obtain or partnership or operating agreementmake would not, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Laws, is in compliance with all applicable provisions of law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate, limited liability company or limited partnership, as the case may be, power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, including without limitation, FERC Regulations and the FPA, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Credit Party (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected result in exposure to have a Material Adverse Effectlosses, damages or liabilities in excess of $150,000; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Transaction Party (ai) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1organization; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualify could not reasonably be expected to have result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now conducted or now, heretofore and proposed to be conducted; (div) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so any of the foregoing could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation or certificate of formation and bylaws by-laws, operating agreement or partnership or operating limited liability agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other Lawslaws, is in compliance with all applicable provisions of law law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.. Receivables Sale and Servicing Agreement

Corporate Existence; Compliance with Law. Each Loan Party Co-Borrower (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Schedule 3.1incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could would not reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or now, heretofore and proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct and is in compliance with all such licenses, permits, consents or approvals, except where the failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter certificate or articles of incorporation (or equivalent governing document) and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other Lawslaws, is in compliance with all applicable provisions of law and all rules, regulations and orders of any Governmental Authority, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.