Common use of Corporate Existence, Power and Authority; Subsidiaries Clause in Contracts

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, and each Subsidiary of a Borrower, is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary is a party or by which Parent, any Borrower or any such Subsidiary or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to Lender.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Each Borrower and each Subsidiary of a Borrower, Guarantor is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, 's or such Subsidiary's, Guarantor's financial condition, results of operation or business or the rights of Lender hereunder or under any of the other Financing Agreements or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, Agreement and the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's or Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each such Borrower's, and each such Subsidiary's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any such Borrower or any such Subsidiary is a party or by which Parent, any such Borrower or any such Subsidiary Guarantor or its property are bound. This Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligations of Parent, each such Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, enforceable in accordance with their respective terms, terms except as enforcement such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and moratorium or similar laws of general applicability affecting the enforcement of creditors creditors' rights generally, and by (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). Neither Parent nor any Borrower has Borrowers and Guarantors do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderCertificate.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Each Obligor and each Subsidiary of a Borrower, Additional L/C Debtor is a corporation corporation, limited liability company or partnership duly organized and in good standing under the laws of its state or jurisdiction of incorporation formation and is duly qualified as a foreign corporation entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary and where the failure to so qualify would or be in good standing has or has a reasonably likelihood of having a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements, and the transactions contemplated hereunder and thereunder are all within each Obligor’s powers, have been duly authorized and are not have a material adverse effect on Parent'sin contravention of law or the terms of each Obligor’s certificate of incorporation, Atlantic North'sformation, such Borrower'soperating or partnership agreement, by-laws, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateralother organizational documentation. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and thereby (a) are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, or mortgage, agreement or other undertaking to which Parent, any Borrower Obligor or any such Subsidiary Additional L/C Debtor is a party or by which Parent, any Borrower Obligor or any such Subsidiary Additional L/C Debtor or its respective properties are bound where the Indebtedness, obligations or other liability of such Obligor or Additional L/C Debtor equals or exceeds $15,000,000 or (b) will not result in, require or give rise to the creation or imposition of any Lien upon any property are boundof Obligors or Additional L/C Debtor under any agreement or otherwise (other than in favor of Agent pursuant to the terms of the Financing Agreements or a Permitted Lien). This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Borrowers enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has Obligors do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderOmnibus Schedule 1 hereto.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Each Guarantor and each Subsidiary of a BorrowerGuarantor, is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, a Borrower's, such BorrowerGuarantor's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, such Guarantor's and each such Subsidiary's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each BorrowerGuarantor's, and each such Subsidiary's 's, certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower Borrower, any Guarantor or any such Subsidiary is a party or by which Parent, any Borrower Borrower, any Guarantor or any such Subsidiary or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower Guarantor and each Subsidiary of a Borrower Guarantor that is a party hereto or thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and or similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower No Guarantor has any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunderunder the Loan Agreement, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunderunder the Loan Agreement, pursuant to documentation in form and substance satisfactory to Lender.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic NorthExcept as set forth on Omnibus Schedule 7, each Borrower, Obligor and each Subsidiary of a Borrower, Additional L/C Debtor is a corporation corporation, limited liability company or partnership duly organized and in good standing under the laws of its state or jurisdiction of incorporation formation and is duly qualified as a foreign corporation entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary and where the failure to so qualify would or be in good standing has or has a reasonably likelihood of having a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements, and the transactions contemplated hereunder and thereunder are all within each Obligor's powers, have been duly authorized and are not have a material adverse effect on Parent'sin contravention of law or the terms of each Obligor's certificate of incorporation, Atlantic North'sformation, such Borrower'soperating or partnership agreement, by-laws, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateralother organizational documentation. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and thereby (a) are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, or mortgage, agreement or other undertaking to which Parent, any Borrower Obligor or any such Subsidiary Additional L/C Debtor is a party or by which Parent, any Borrower Obligor or any such Subsidiary Additional L/C Debtor or its respective properties are bound where the Indebtedness, obligations or other liability of such Obligor or Additional L/C Debtor or the value of the respective properties bound thereby equals or exceeds $25,000,000 or (b) result in, require or give rise to the creation or imposition of any Lien upon any property are boundof Obligors or Additional L/C Debtor under any agreement or otherwise (other than in favor of Agent pursuant to the terms of the Financing Agreements or a Permitted Lien). This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Borrowers enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has Obligors do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderOmnibus Schedule 1.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic NorthExcept as set forth on Omnibus Schedule 7, each Borrower, Obligor and each other Subsidiary of a BorrowerParent (other than Inactive Subsidiaries), is a corporation corporation, limited liability company or partnership duly organized and in good standing under the laws of its state or jurisdiction of incorporation formation and is duly qualified as a foreign corporation entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary and where the failure to so qualify would or be in good standing has or has a reasonably likelihood of having a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements, and the transactions contemplated hereunder and thereunder are all within each Borrower's and Obligor's powers, have been duly authorized and are not have a material adverse effect on Parent'sin contravention of law or the terms of each Borrower's or any other Obligor's certificate of incorporation, Atlantic North'sformation, such Borrower'soperating or partnership agreement, by-laws, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateralother organizational documentation. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and thereby (a) are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, or mortgage, agreement or other undertaking to which Parentany Borrower, any Borrower Obligor or any such other Subsidiary of Parent is a party or by which Parentany Borrower, any Borrower Obligor, or any such other Subsidiary of Parent or its respective properties are bound where the Indebtedness, obligations or other liability of such Borrower, Obligor or other Subsidiary of Parent or the value of the respective properties bound thereby equals or exceeds $10,000,000 or (b) result in, require or give rise to the creation or imposition of any Lien upon any property are boundof Borrowers, Obligors or other Subsidiaries of Parent under any agreement or otherwise (other than in favor of Agent pursuant to the terms of the Financing Agreements). This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Borrowers enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has Borrowers do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderOmnibus Schedule 1.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, and each Subsidiary of a Borrower, Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, 's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary is a party or by which Parent, any Borrower or any such Subsidiary or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, enforceable in accordance with their respective terms, except as (a) to the extent that the availability of equitable remedies may be subject to judicial discretion, and (b)to the extent that enforcement of certain rights and remedies may be limited by applicable the effect of bankruptcy, insolvency, reorganization, moratoriumarrangement, and moratorium or other similar laws affecting the enforcement rights of creditors rights generally, including without limitation, laws relating to fraudulent transfers or conveyances, preferences and by general principles of equity (whether considered at law or in equity)equitable subordination. Neither Parent nor Borrower does not have any Borrower has any Subsidiaries subsidiaries except (a) as set forth on the Information Certificate and those acquired or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, this Agreement as permitted pursuant to documentation in form Sections 9.7 and substance satisfactory to Lender9.10 hereof.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic NorthExcept for Pueblo, each Borrower, Borrower and each Subsidiary of a Borrower, NSC is a corporation duly organized and in good standing under the laws of its state of incorporation and Pueblo is a limited liability company, duly organized and in good standing under the laws of the state of its organization, and each is duly qualified as a foreign corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such a Borrower's, 's or such Subsidiary's, NSC's financial condition, results of operation operations or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within Parent's, each Borrower's, 's and each SubsidiaryNSC's corporate or limited liability company powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of Parent's, each any Borrower's, and each such Subsidiary's or NSC's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any a Borrower or any such Subsidiary NSC is a party or by which Parenta Borrower or NSC or their respective property are bound and (d) except for those arising pursuant to the Financing Agreements and the Security Pledge will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or any such Subsidiary or its property are boundNSC. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower Borrowers and each Subsidiary of a Borrower that is a party hereto or thereto, NSC enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting . As of the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent date hereof no Borrower nor any Borrower NSC has any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderCertificate.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Each Borrower and each Subsidiary of a Borrower, Guarantor is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary and where the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, 's or such Subsidiary's, Guarantor's financial condition, results of operation or business or the rights of Lender hereunder or under any of the other Financing Agreements or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, 's and each SubsidiaryGuarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each such Borrower's, and each such Subsidiary's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any such Borrower or any such Subsidiary Guarantor is a party or by which Parent, any such Borrower or any such Subsidiary Guarantor or its property are bound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Parent, each such Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Guarantor enforceable in accordance with their respective terms, terms except as enforcement such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and moratorium or similar laws of general applicability affecting the enforcement of creditors creditors' rights generally, and by (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). Neither Parent nor any Borrower has Borrowers and Guarantors do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderCertificate.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, and each Subsidiary of a Borrower, Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, 's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary is a party or by which Parent, any Borrower or any such Subsidiary or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, enforceable in accordance with their respective terms. Borrower does not have any subsidiaries except that Angeles has one wholly-owned subsidiary, except California Building Systems, Inc., which is an inactive corporation and has no assets or liabilities. Borrower shall cause California Building Systems, Inc. to continue to be an inactive corporation with no assets or liabilities, unless Lender shall give its prior written consent to a change thereto. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operations of Borrower as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, at the dates and similar laws affecting for the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has any Subsidiaries except (a) as periods set forth on therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement. The chief executive office of Borrower and Borrower's Records concerning Accounts are located only at the address set forth below and its only other places of business and the only other locations of Collateral, if any, are the addresses set forth in the Information Certificate, subject to the right of Borrower to establish new locations in accordance with Section 9.2 below. The Information Certificate or (b) correctly identifies any Subsidiary of such locations which is created after are not owned by Borrower and sets forth the date hereofowners and/or operators thereof and to the best of Borrower's knowledge, which has been previously disclosed to Lender in writing, the holders of any mortgages on such locations. The security interests and which either has become a Borrower hereunder, or has guaranteed the Obligations and has liens granted to Lender a under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interest interests in and upon the Collateral subject only to liens permitted under Section 9.8 hereof. Borrower has good and marketable title to all of its property properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of the type that would constitute Collateral if any kind, except those granted to Lender and such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to Lenderothers as are permitted under Section 9.8 hereof.

Corporate Existence, Power and Authority; Subsidiaries. ParentEach Borrower and Guarantor is a corporation, Atlantic Northlimited liability company or limited partnership, each Borroweras the case may be, and each Subsidiary of a Borrower, is a corporation duly organized and validly existing under the laws of its State or country of incorporation or organization. Each Borrower and Guarantor is in good standing under the laws of its state jurisdiction of incorporation organization and is duly qualified as a foreign corporation or extra-provincial corporation, limited liability company or limited partnership and in good standing in all states states, provinces, or other jurisdictions (domestic or foreign) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary where the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, Agreement and the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate or Guarantor's powers, have been duly authorized and are not in contravention of applicable law or the terms of Parent'ssuch Borrower's or Guarantor's partnership agreement, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which Parent, any such Borrower or Guarantor (or any general partner of such Subsidiary Borrower or Guarantor) is a party or by which Parent, any such Borrower or any such Subsidiary Guarantor or its property are bound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Parent, each such Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Guarantor enforceable in accordance with their respective terms, terms except as enforcement such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and moratorium or similar laws of general applicability affecting the enforcement of creditors creditors' rights generally, and by (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). Neither Parent nor any Borrower has Borrowers and Guarantors do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which Certificates. Safety has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in heretofore sold all of its property the issued and outstanding shares of the type that would constitute Collateral if such Subsidiary was a Borrower hereunderCapital Stock of Valentec Systems, pursuant to documentation in form and substance satisfactory to Lender.Inc.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Borrower and each Subsidiary of a Borrower, is a corporation Obligor has been duly incorporated or organized and in good standing is validly existing under the laws of its state jurisdiction of incorporation or organization, as the case may be, and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets or properties makes such qualification necessary, except for those jurisdictions in which the failure to so qualify or register would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, ’s and each Subsidiary's Obligor’s corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's ’s or any Obligor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary Obligor is a party or by which Parent, any Borrower or any such Subsidiary Obligor or its their respective property are boundbound except to the extent that certain Collateral may not be assignable by law. This Agreement and the other Financing Agreements to which it is a party constitute FOURTH AMENDED AND RESTATED LOAN AGREEMENT legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Obligor enforceable in accordance with their respective terms, except as enforcement may be the same is limited by applicable bankruptcy, insolvency, reorganization, moratorium, and insolvency or similar laws affecting the enforcement of creditors creditors’ rights generally, and by general principles the discretion of equity (whether considered at law a court as to the granting of equitable remedies. Borrower does not have any subsidiaries or in equity). Neither Parent nor any Borrower has any Subsidiaries affiliates except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereofcorporate structure chart attached hereto as Exhibit D, which corporate structure chart is accurate and complete. The exact legal name of Borrower and each Obligor is as set forth on the signature page of this Agreement and its Information Certificate. Other than the acquisition by MCII of the entire share capital of XXXX in November 2007, the Merger and the transactions effected as set out in Sections 7.16 and 7.17 of the Third Amended and Restated Loan Agreement, Borrower and each Obligor has not, during the past five (5) years, been previously disclosed known by or used any other corporate or fictitious name or been a party to Lender in writing, and which either has become a Borrower hereunderany merger or consolidation, or has guaranteed the Obligations and has granted to Lender a first priority security interest in acquired all of substantially all of the assets and properties of any Person, or acquired any of its property assets and properties out of the ordinary course of business, except as set forth in its Information Certificate. Borrower and each Obligor is an organization of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation and organized in form and substance satisfactory to Lenderthe jurisdiction set forth in its Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, and each Subsidiary of a Borrower, Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, 's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary is a party or by which Parent, any Borrower or any such Subsidiary or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has does not have any Subsidiaries except (a) as set forth on the Information Certificate Certificate. Hidel Partners was a New Jersey general partnership. Borrower purchased all of the partnership interests of Hidel Partners pursuant to the Contract for the Sale/Purchase of Partnership Interests of Hidel Partners, a New Jersey Partnership dated November 28, 1994. Hidel Partners is not engaged in any business or (b) commercial activity and does not own or hold any Subsidiary which is created after material assets or properties other than an interest in the date hereofreal property and related assets used by Borrower located at 000 Xxxxx Xxxx Xxxx, which has been previously disclosed to Lender in writingXxxxxxxx Xxx Xxxxxx 00000, and which either has become a Borrower hereunderincluding the vacant undeveloped land (referred to as Xxx 0, Xxxxx 00 xx xxx Xxxxxxxx Xxxxxxxx Xxx Xxx) to be subject to the Mortgage adjacent thereto. International Vitamin Overseas Corp. is not engaged in any business or has guaranteed commercial activity (other than to the Obligations extent required to maintain its corporate existence under applicable law) and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to Lenderdoes not own or hold any material assets or properties.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic NorthExcept as ------------------------------------------------------ set forth on Omnibus Schedule 7, each Borrower, Obligor and each other Subsidiary of a BorrowerParent (other than Inactive Subsidiaries), is a corporation corporation, limited liability company or partnership duly organized and in good standing under the laws of its state or jurisdiction of incorporation formation and is duly qualified as a foreign corporation entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary and where the failure to so qualify would or be in good standing has or has a reasonably likelihood of having a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements, and the Purchase Agreements and the transactions contemplated hereunder and thereunder are all within each Borrower's and Obligor's powers, have been duly authorized and are not have a material adverse effect on Parent'sin contravention of law or the terms of each Borrower's or any other Obligor's certificate of incorporation, Atlantic North'sformation, such Borrower'soperating or partnership agreement, by-laws, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateralother organizational documentation. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and thereby (a) are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, or mortgage, agreement or other undertaking to which Parentany Borrower, any Borrower Obligor or any such other Subsidiary of Parent is a party or by which Parentany Borrower, any Borrower Obligor, or any such other Subsidiary of Parent or its respective properties are bound where the Indebtedness, obligations or other liability of such Borrower, Obligor or other Subsidiary of Parent or the value of the respective properties bound thereby equals or exceeds $1,000,000 or (b) result in, require or give rise to the creation or imposition of any Lien upon any property are boundof Borrowers, Obligors or other Subsidiaries of Parent under any agreement or otherwise (other than in favor of Agent pursuant to the terms of the Financing Agreements). This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Borrowers enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has Borrowers do not have any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderOmnibus Schedule 1.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Borrower and each Subsidiary of a Borrower, is a corporation Obligor has been duly incorporated or organized and in good standing is validly existing under the laws of its state jurisdiction of incorporation or organization, as the case may be, and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets or properties makes such qualification necessary, except for those jurisdictions in which the failure to so qualify or register would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, ’s and each Subsidiary's Obligor’s corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's ’s or any Obligor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary Obligor is a party or by which Parent, any Borrower or any such Subsidiary Obligor or its their respective property are boundbound except to the extent that certain Collateral may not be assignable by law. This Agreement and the other Financing Agreements to which it is a party constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, Obligor enforceable in accordance with their respective terms, except as enforcement may be the same is limited by applicable bankruptcy, insolvency, reorganization, moratorium, and insolvency or similar laws affecting the enforcement of creditors creditors’ rights generally, and by general principles the discretion of equity (whether considered at law a court as to the granting of equitable remedies. Borrower does not have any subsidiaries or in equity). Neither Parent nor any Borrower has any Subsidiaries affiliates except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereofcorporate structure chart attached hereto as Exhibit D, which corporate structure chart is accurate and complete. The exact legal name of Borrower and each Obligor is as set forth on the signature page of this Agreement and its Information Certificate. Other than the acquisition by MCII of the entire share capital of XXXX in November 2007, the Merger and the transactions THIRD AMENDED AND RESTATED LOAN AGREEMENT effected as set out in Sections 7.15 and 7.16, Borrower and each Obligor has not, during the past five (5) years, been previously disclosed known by or used any other corporate or fictitious name or been a party to Lender in writing, and which either has become a Borrower hereunderany merger or consolidation, or has guaranteed the Obligations and has granted to Lender a first priority security interest in acquired all of substantially all of the assets and properties of any Person, or acquired any of its property assets and properties out of the ordinary course of business, except as set forth in its Information Certificate. Borrower and each Obligor is an organization of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation and organized in form and substance satisfactory to Lenderthe jurisdiction set forth in its Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, and each Subsidiary of a Borrower, Borrower is a ------------------------------------------------------ corporation duly organized and in good standing under the laws of its state the State of incorporation Delaware and is duly qualified as a foreign corporation and in good standing in Illinois, Arkansas and Texas and in all other states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, and each Subsidiary's corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary is a party or by which Parent, any Borrower or any such Subsidiary or its property are bound. The performance of Borrower's obligations do not, as of the execution hereof, require any governmental consent, registration or approval, do not contravene any contractual or governmental restriction binding upon Borrowers and will not, except as contemplated herein, result in the imposition of any lien, charge, security interest or encumbrance upon any property of the Borrower under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which the Borrower is a party or by which it or any of its property may be bound or affected. The execution and delivery by Borrower of the Agreement and all other documents and instruments executed and delivered in connection herewith and the performance of Borrower's obligations hereunder and thereunder are not in contravention of any law or laws. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or thereto, enforceable in accordance with their respective terms, . Borrower does not have any subsidiaries except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally, and by general principles of equity (whether considered at law or in equity). Neither Parent nor any Borrower has any Subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after Certificate. Except as disclosed on the date hereofInformation Certificate, which Borrower has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations not used and has granted no current plans to Lender a first priority security interest in all use, any corporate or fictitious name other than the corporate name shown on the Borrower's Articles of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderIncorporation.

Corporate Existence, Power and Authority; Subsidiaries. Parent, Atlantic North, each Borrower, Borrower and each Subsidiary of a Borrower, is a corporation Obligor has been duly incorporated or organized and in good standing is validly existing under the laws of its state jurisdiction of incorporation or organization, as the case may be, and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify or register would not have a material adverse effect on Parent's, Atlantic North's, such Borrower's, or such Subsidiary's, financial condition, results of operation or business or the rights of Lender in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Parent's, each Borrower's, ’s and each Subsidiary's Obligor’s corporate powers, have been duly authorized and are not in contravention of law or the terms of Parent's, each Borrower's, and each such Subsidiary's ’s or any Obligor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Parent, any Borrower or any such Subsidiary Obligor is a party or by which Parent, any Borrower or any such Subsidiary Obligor or its their respective property are boundbound except to the extent that certain Collateral may not be assignable by law. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Parent, each Borrower and each Subsidiary of a Borrower that is a party hereto or theretoObligor, as applicable, enforceable in accordance with their respective terms, except as enforcement may be the same is limited by applicable bankruptcy, insolvency, reorganization, moratorium, and insolvency or similar laws affecting the enforcement of creditors creditors’ rights generally, and by general principles the discretion of equity (whether considered at law or in equity)the court as to the granting of equitable remedies. Neither Parent nor Borrower and each Obligor does not have any Borrower has any Subsidiaries subsidiaries except (a) as set forth on the Information Certificate or (b) any Subsidiary which is created after the date hereof, which has been previously disclosed to Lender in writing, and which either has become a Borrower hereunder, or has guaranteed the Obligations and has granted to Lender a first priority security interest in all of its property of the type that would constitute Collateral if such Subsidiary was a Borrower hereunder, pursuant to documentation in form and substance satisfactory to LenderCertificates.”