Common use of Existence, Etc Clause in Contracts

Existence, Etc. The Company will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05); (b) comply with the requirements of all applicable Governmental Rules, if failure to comply with such requirements could have a Material Adverse Effect; (c) 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 Properties prior to the date on which penalties attach 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 (f) permit representatives of any Lender or the Administrative Agent, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuing, 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 such 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.

Existence, Etc. The Company Each Seller will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided provided, that nothing in this Section 8.03 7.03(a) shall prohibit any transaction expressly permitted under Section 8.057.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (including, without limitation, all Prescribed Laws, all environmental laws 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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not change its jurisdiction of organization from the jurisdiction referred to in Section 6.11, unless it shall have provided the Agent thirty (30) days’ prior written notice of such change; (e) 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 Properties 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; (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 (f) permit representatives of any Lender or the Administrative Agent, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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.

Existence, Etc. The Company will, and will cause each of its Subsidiaries to: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company willEach of NCCC, NCRC, NCMC, New Century and will cause each of its Subsidiaries toHome123 shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer thirty (30) days’ prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Seller will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that that, nothing in this Section 8.03 8.03(a) shall prohibit any transaction expressly permitted under Section 8.058.04 hereof or Seller discontinuing any activity, license or franchise which it determines no longer to be worth maintaining in its commercially reasonable discretion); (b) comply with the requirements Requirements of Law and orders of Governmental Authorities (including, without limitation, all applicable Governmental Rules, 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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office from the address referred to in Section 7.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 7.11 unless it shall have provided Buyer fifteen (15) days’ prior written notice of such change; (e) 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 Properties prior to the date Property which, if not timely paid, may become a Lien on which penalties attach it 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; (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 (f) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company willEach of Encore, ECC, Bravo and will cause each of its Subsidiaries toConquistAmerica shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer twenty (20) days’ prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company will, and will cause each of its Subsidiaries toSeller shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer twenty (20) days’ prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Each Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises including Allied's election to be regulated as a Business Development Company, (provided that nothing in this Section 8.03 7.03(a) shall prohibit any transaction expressly permitted under Section 8.057.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office from the address referred to in Section 6.11 unless it shall have provided the Lender 30 days' prior written notice of such change; (e) 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 Properties 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; (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 (f) permit representatives of any Lender or the Administrative AgentLender, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuingreasonable 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 69 officers, all to the extent reasonably requested by such 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 yearLender.

Existence, Etc. The Company will, Each of the Seller and will cause each of its Subsidiaries towill: (ai) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05)franchises; (bii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (iv) not move its chief executive office or chief operating office from the addresses referred to in Section 12(m) unless it shall have provided the Buyer 30 days prior written notice of such change; (v) 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 Properties 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; (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 (fvi) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one three (3) Business Days' ’ prior written notice to at a mutually desirable time or at any time during the Company so long as no Default has occurred and is continuingcontinuance 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 69 officers, all to the extent reasonably requested by such 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 yearBuyer.

Existence, Etc. The Company Each Seller will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 7.03(a) shall prohibit any transaction expressly permitted under Section 8.057.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office from the address referred to in Section 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; (e) 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 Properties 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; (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 (f) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Borrower will and shall assure that each Guarantor will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05)franchises; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) as to the Borrower only, not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change; (e) 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 Properties 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; (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 (f) permit representatives of any Lender or the Administrative AgentLender, during normal business hours upon three (3) Business Days prior written notice at a mutually desirable time (or at any time and upon at least one Business Days' prior notice from time to time during the Company so long as no continuance of a Default has occurred and is continuingor 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 69 officers, all to the extent reasonably requested by such 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 yearLender.

Existence, Etc. The Company Seller will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that that, nothing in this Section 8.03 8.03(a) shall prohibit any transaction expressly permitted under Section 8.058.04 hereof or Seller discontinuing any activity, license or franchise which it determines no longer to be worth maintaining in its commercially reasonable discretion); (b) comply with the requirements Requirements of Law and orders of Governmental Authorities (including, without limitation, all applicable Governmental Rules, 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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office from the address referred to in Section 7.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 7.11 unless it shall have provided Buyer fifteen (15) days' prior written notice of such change; (e) 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 Properties prior to the date Property which, if not timely paid, may become a Lien on which penalties attach it 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; (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 (f) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 69 officers, all to the extent reasonably requested by such 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 yearBuyer.

Existence, Etc. The Company will, and will cause each of its Subsidiaries toSeller shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer thirty (30) days' prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Seller will, and will cause each of its Subsidiaries to: (ai) preserve and maintain its legal existence and all of its material rights, material privileges, material licenses and material franchises; (ii) preserve and maintain all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05)necessary to operate its business and perform its obligations hereunder; (biii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (including, without limitation, 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; (civ) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (v) not move its chief executive office from the address referred to in Section 10(h) or change its jurisdiction of organization from the jurisdiction referred to in Section 10(h) unless it shall have provided Buyer thirty (30) days’ prior written notice of such change; (vi) 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 Properties 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; (d) maintain all of its Properties used or useful maintained 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 conformance with GAAP consistently appliedGAAP; and (fvii) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one hours, on three (3) Business Days' ’ prior notice to the Company so long as no Default has occurred and is continuing, 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 such 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 yearBuyer.

Existence, Etc. The Company will, Each of the Borrower and will cause each of its Subsidiaries towill: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05)necessary for the operation of its business; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change; (e) 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 Properties 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; (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 (f) permit representatives of any Lender or the Administrative AgentLender, during normal business hours and upon at least one three (3) Business Days' prior written notice to at a mutually desirable time or at any time during the Company so long as no Default has occurred and is continuingcontinuance 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 69 officers, all to the extent reasonably requested by such 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 yearLender.

Existence, Etc. The Company willEach of NCCC, NCAH, NCMC, New Century and will cause each of its Subsidiaries toHome123 shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided the Buyer thirty (30) days’ prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company willEach of NCCC, NCRC and will cause each of its Subsidiaries toNCMC shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer thirty (30) days’ prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Seller will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (including, but not limited to, any FHA, VA or RHS licenses) or approvals (provided that nothing in this Section 8.03 7.03(a) shall prohibit any transaction expressly permitted under Section 8.057.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not 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; (e) 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 Properties 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; (d) maintain all of its Properties used or useful maintained 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 conformance with GAAP consistently appliedGAAP; and (f) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Borrower will, and will cause each of its Subsidiaries to: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (provided that nothing in this Section 8.03 7.03(a) shall prohibit any transaction expressly permitted under Section 8.057.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office from the address referred to in Section 6.11 or change its jurisdiction of incorporation from the jurisdiction referred to in Section 6.11 unless it shall have provided the Lender 30 days' prior written notice of such change; (e) 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 Properties 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; (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 (f) permit representatives of any Lender or the Administrative AgentLender, during normal business hours and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearLender.

Existence, Etc. The Company Each Seller Entity will, and will cause each of its Subsidiaries to: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f), or (ii) change its jurisdiction of organization, unless it shall have provided Buyer thirty (30) days' prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.

Existence, Etc. The Company Seller will, and will cause each of its Subsidiaries to: (ai) (A) preserve and maintain its legal existence and all of its material rights, privileges, licenses franchises; (B) maintain all licenses, permits or other approvals necessary to conduct its business and franchises 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 8.03 shall prohibit good standing under the laws of each state in which it conducts business or any transaction expressly permitted under Section 8.05)Mortgaged Property is located; (bii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (iv) not move its chief executive office or chief operating office from the addresses referred to in Section 12(m) unless it shall have provided Buyer 30 days prior written notice of such change; (v) 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 Properties 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; (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 (fvi) permit representatives of any Lender or the Administrative AgentBuyer, during normal business hours and upon at least one three (3) Business Days' ’ prior written notice to at a mutually desirable time or at any time during the Company so long as no Default has occurred and is continuingcontinuance 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 69 officers, all to the extent reasonably requested by such 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 yearBuyer.

Existence, Etc. The Company willEach of Encore, ECC and will cause each of its Subsidiaries toBravo shall: (a1) 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 8.03 11(c)(1) shall prohibit any transaction expressly permitted under Section 8.0511(d)); (b2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental RulesAuthorities (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; (c3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (4) not (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 10(f) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer twenty (20) days’ prior written notice of such change 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 Properties 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; (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 (f6) permit representatives of any Lender or the Administrative AgentBuyer, 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 and upon at least one Business Days' prior notice to the Company so long as no Default has occurred and is continuinghours, 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 such 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 yearBuyer.