Common use of Existence, Etc Clause in Contracts

Existence, Etc. (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move its chief executive office from the address referred to in Section 10(p) or change its jurisdiction of organization unless it shall have provided Buyer thirty (30) days' prior written notice of such change; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Seller will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(17.03(a) shall prohibit any transaction expressly permitted under Section 11(d)7.04 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Prescribed Laws, all environmental laws, all laws with respect to unfair and deceptive lending practices and Predatory Lending Practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided the Buyer thirty (30) calendar days' ’ prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of the Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Buyer.

Existence, Etc. Each of the Borrower and its Subsidiaries will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d))business; (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office or chief operating office from the address addresses referred to in Section 10(p) or change its jurisdiction of organization 6.13 unless it shall have provided Buyer thirty (30) days' the Lender 30 days prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hourshours upon three (3) Business Days' prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. Each of NCCC, NCAH, NCMC, New Century and Home123 shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided the Buyer thirty (30) days' ’ prior written notice of such changechange and shall have first taken all action required by the Buyer for the purpose of perfecting or protecting the lien and security interest of the Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of the Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Buyer.

Existence, Etc. Seller will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that that, nothing in this Section 11(c)(18.03(a) shall prohibit any transaction expressly permitted under Section 11(d)8.04 hereof or Seller discontinuing any activity, license or franchise which it determines no longer to be worth maintaining in its commercially reasonable discretion); (2b) comply with the requirements Requirements of all applicable laws, rules, regulations Law and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) 7.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 7.11 unless it shall have provided Buyer thirty fifteen (3015) days' ’ prior written notice of such change; (5e) pay and discharge prior to the date on which penalties attach thereto all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date which, if not timely paid, may become a Lien on which penalties attach theretoit or any of its Property, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Seller will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that that, nothing in this Section 11(c)(18.03(a) shall prohibit any transaction expressly permitted under Section 11(d)8.04 hereof or Seller discontinuing any activity, license or franchise which it determines no longer to be worth maintaining in its commercially reasonable discretion); (2b) comply with the requirements Requirements of all applicable laws, rules, regulations Law and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) 7.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 7.11 unless it shall have provided Buyer thirty fifteen (3015) days' prior written notice of such change; (5e) pay and discharge prior to the date on which penalties attach thereto all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date which, if not timely paid, may become a Lien on which penalties attach theretoit or any of its Property, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its PropertiesProperties (including without limitation any property acquired by KBS Acquisition), and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Borrower will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(17.03(a) shall prohibit any transaction expressly permitted under Section 11(d)7.04 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) 6.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided Buyer thirty (30) the Lender 30 days' prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. Each of NCCC, NCRC, NCMC, New Century and Home123 shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided Buyer thirty (30) days' ’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Seller will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided provided, that nothing in this Section 11(c)(17.03(a) shall prohibit any transaction expressly permitted under Section 11(d)7.04 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all Prescribed Laws, all environmental lawslaws and all laws with respect to unfair and deceptive lending practices and Predatory Lending Practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11, unless it shall have provided Buyer the Agent thirty (30) days' ’ prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy levy, the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Agent.

Existence, Etc. Each Seller Entity will: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f), or (ii) or change its jurisdiction of organization organization, unless it shall have provided Buyer thirty (30) days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Seller shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided Buyer thirty twenty (3020) days' ’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Borrower will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business including Allied's election to be regulated as a Business Development Company, (provided that nothing in this Section 11(c)(17.03(a) shall prohibit any transaction expressly permitted under Section 11(d)7.04 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effectmaterial adverse effect on its Property, business or financial condition, or prospects; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) or change its jurisdiction of organization 6.11 unless it shall have provided Buyer thirty (30) the Lender 30 days' prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hourshours and upon reasonable advance notice, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. The Borrower will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(17.3(a) shall prohibit any transaction expressly permitted under Section 11(d)7.4 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) 6.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided Buyer thirty (30) the Lender 30 days' prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. Each of Encore, ECC and Bravo shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided Buyer thirty twenty (3020) days' ’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. The Borrower will and shall assure that each Guarantor will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d))franchises; (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) as to the Borrower only, not move its chief executive office or chief operating office from the address addresses referred to in Section 10(p) or change its jurisdiction of organization 6.13 unless it shall have provided Buyer thirty (30) days' the Lender 30 days prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hourshours upon three (3) Business Days prior written notice at a mutually desirable time (or at any time and from time to time during the continuance of a Default or an Event of Default), to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. Each of the Borrower and its Subsidiaries will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d))franchises; (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office or chief operating office from the address addresses referred to in Section 10(p) or change its jurisdiction of organization 6.13 unless it shall have provided Buyer thirty (30) days' the Lender 30 days prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hourshours upon three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. Each of NCCC, NCRC and NCMC shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided Buyer thirty (30) days' ’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Seller shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided Buyer thirty (30) days' prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each of Encore, ECC, Bravo and ConquistAmerica shall: (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move (i) cause or permit any change to be made in its chief executive office from the address referred to name, organizational identification number, identity or corporate structure, each as described in Section 10(p10(f) or (ii) change its jurisdiction of organization organization, unless it shall have provided Buyer thirty twenty (3020) days' ’ prior written notice of such changechange and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder; (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each of the Seller and its Subsidiaries will: (1i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) shall prohibit any transaction expressly permitted under Section 11(d))franchises; (2ii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4iv) not move its chief executive office or chief operating office from the address addresses referred to in Section 10(p12(m) or change its jurisdiction of organization unless it shall have provided the Buyer thirty (30) days' 30 days prior written notice of such change; (5v) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6vi) permit representatives of the Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hourshours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Buyer.

Existence, Etc. Seller will: (1i) (A) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises franchises; (B) maintain all licenses, permits or other approvals necessary for the operation of to conduct its business and to perform its obligations under the Program Documents; and (provided that nothing C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in this Section 11(c)(1) shall prohibit good standing under the laws of each state in which it conducts business or any transaction expressly permitted under Section 11(d))Mortgaged Property is located; (2ii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4iv) not move its chief executive office or chief operating office from the address addresses referred to in Section 10(p12(m) or change its jurisdiction of organization unless it shall have provided Buyer thirty (30) days' 30 days prior written notice of such change; (5v) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6vi) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hourshours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. The Seller will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (including, but not limited to, any FHA, VA or RHS licenses) or approvals (provided that nothing in this Section 11(c)(17.03(a) shall prohibit any transaction expressly permitted under Section 11(d)7.04 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, Prescribed Laws, all environmental laws, all laws with respect to unfair and deceptive lending practices and Predatory Lending Practices) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided the Buyer thirty (30) days' ’ prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained in conformance with GAAP; and (6f) permit representatives of the Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Buyer.

Existence, Etc. The Borrower will: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(17.03(a) shall prohibit any transaction expressly permitted under Section 11(d)7.04 hereof); (2b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4d) not move its chief executive office from the address referred to in Section 10(p) 6.11 or change its jurisdiction of organization incorporation from the jurisdiction referred to in Section 6.11 unless it shall have provided Buyer thirty (30) the Lender 30 days' prior written notice of such change; (5e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (6f) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required)the Lender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyerthe Lender.

Existence, Etc. The Company will, and will cause each of its Subsidiaries to: (1a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 11(c)(1) 8.03 shall prohibit any transaction expressly permitted under Section 11(d)8.05); (2b) comply with the requirements of all applicable lawsGovernmental Rules, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not move its chief executive office from the address referred to in Section 10(p) or change its jurisdiction of organization unless it shall have provided Buyer thirty (30) days' prior written notice of such change; (5c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property Properties prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; and (6f) permit representatives of Buyerany Lender or the Administrative Agent, during normal business hours and upon reasonable at least one Business Days' prior notice (unless a to the Company so long as no Default shall have has occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its 69 officers, all to the extent reasonably requested by Buyersuch Lender or the Administrative Agent (as the case may be); and, without limitation of the foregoing, the Company will pay the expenses of the Administrative Agent and one representative of each Lender to attend periodic meetings of the Administrative Agent, the Lenders and the Company, provided that, so long as no Default has occurred and is continuing, the Company shall not be required to pay such expenses for more than two such meetings per calendar year.