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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Credit Party (a) is a corporation, limited liability company, limited partnership or other entity duly organizedorganized or incorporated, as applicable, validly existing and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the its respective jurisdiction of its incorporation or organization, ; (b) is duly qualified to do conduct business as a foreign corporation and is in good standing under (to the laws of extent such concept is applicable in the relevant jurisdiction) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect, ; (c) has all the requisite corporate or other organizational power and authority authority, and the legal right to own, pledge, mortgage own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now or currently now, heretofore and proposed to be conductedconducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber all material Collateral; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each all Governmental Authority Authorities having jurisdictionjurisdiction over such Credit Party, to the extent required for such ownership, operation and conduct, conduct or other organizational documents; and (e) is in compliance in material respects with all applicable provisions of law except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain or make be in compliance would not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Corporate Credit Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect, and (ciii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (b) has all and will continue to have (i) the requisite corporate or other organizational power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fii) has all necessary licenses, permits, franchises, rights, powers, consents or approvals from or by, has made by all Persons or Governmental Authorities having jurisdiction over such Corporate Credit Party which are necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to or appropriate for the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking conduct of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effectits business.

Corporate Existence; Compliance with Law. Each of the The Borrower and each of the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage own and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent DocumentsDocuments except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Health Care Laws) except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and Effect, (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect, and (g) is in compliance in all materials respects with all laws relating to terrorism or money laundering, including the Patriot Act.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Warnaco Entity (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law Law, except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Warnaco Entity (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Global Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law Law, except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Global Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries each Subsidiary of Borrower (ai) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction its state of its organizationincorporation; (ii) except as indicated on Schedule 4.1(ii) hereto, (b) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, (except where the for jurisdictions in which such failure to so qualify or to be so qualified or in good standing would not have a Material Adverse Effect, ); (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now or currently now, heretofore and proposed to be conducted; (iv) except as indicated on Schedule 4.1(iv) hereto, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking ; (v) is in compliance with its certificate of ministerial action to secure the grant or transfer thereof or incorporation and by-laws; and (vi) is in compliance with all applicable provisions of law where the failure of which to obtain or make comply would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Credit Party (a) is a corporation, limited liability company, limited partnership or other entity duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in Schedule (4.1); (b) is duly qualified to do conduct business as a foreign corporation and is in good standing under (to the laws of extent such concept is applicable in the relevant jurisdiction) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or be in good standing would could not reasonably be expected to have a Material Adverse Effect, ; (c) has all the requisite corporate or other organizational power and authority authority, and the legal right to own, pledge, mortgage own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now or currently now, heretofore and proposed to be conductedconducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, conduct or other organizational documents; and (e) is in compliance in material respects with all applicable provisions of law except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain or make would not, be in the aggregate, compliance could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Loan ---------------------------------------- Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Health Care Laws) except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and Effect, (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect, and (g) is in compliance in all material respects with all laws relating to terrorism or money laundering, including the Patriot Act.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries The Servicer (ai) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (bii) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to so qualify could not reasonably be so qualified or expected to result in good standing would not have a Material Adverse Effect, ; (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure to do any of which the foregoing could not reasonably be expected to obtain or make would notresult in a Material Adverse Effect; (v) is in compliance with its charter and bylaws; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law, except where the aggregate, have failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each MLO is a limited partnership duly organized, validly existing, and in good standing under the laws of the Borrower and State of Delaware. ML Resources, Inc. is the Borrower’s Subsidiaries (a) managing general partner of MLO. ML Resources, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, Hawaii. Neither Borrower has any Subsidiaries. Each Borrower (bi) is duly qualified to do business as a foreign corporation or limited partnership and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, (except where the for jurisdictions in which such failure to so qualify or to be so qualified or in good standing would not have a Material Adverse Effect, ); (cii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its propertiesall real property that it owns, to lease the real property it operates under lease lease, and to conduct its business as now or currently now, heretofore, and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiii) has all necessary material licenses, permits, consents consents, or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation operation, and conduct; (iv) is in compliance with its certificate of incorporation and by-laws, except for licensesor its agreement of limited partnership, permits, consents, approvals, filings or notices that can be obtained or made by the taking as applicable; and (v) is in compliance with all applicable provisions of ministerial action to secure the grant or transfer thereof or law where the failure of which to obtain or make comply would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing or active status under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not reasonably be expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s each of its Subsidiaries (ai) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (b) is incorporation and has been duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would not qualify could have a Material Adverse Effect, ; (cii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiii) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenseswhere failure to do so could have a Material Adverse Effect; (iv) is in compliance with its certificate or articles of incorporation and by-laws; and (v) is in compliance with all applicable provisions of law, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action where failure to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, so comply could have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the The Borrower and the Borrower’s each of its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where for failures which in the failure to be so qualified or in good standing would not aggregate have a no Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, Certificate of Incorporation and By-laws; (e) is in compliance with all other applicable Requirements of Law except where the failure to be in compliance would not, for such non-compliances as in the aggregate, aggregate have a no Material Adverse Effect Effect; and (f) has all necessary licenses, permits, Permits or consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings Permits or notices that consents which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of failures which to obtain or make would not, in the aggregate, aggregate have a no Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries International Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, necessary except where the failure to be so qualified or in good standing would could not be reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesProperty, to lease the property or sublease any Property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except (unless such failure relates to any Anti-Terrorism Laws, Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions, in which case it shall be in compliance in all respects) where the failure to be in compliance would notcompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (fe) has all necessary licenses, permits, consents or approvals permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenses, where the failure to obtain such permits, consents, approvals, make such filings or notices that can be obtained give such notices, either individually or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Credit Party (a) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (b) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $50,000; (c) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documentssubject to specific representations regarding Environmental Laws, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and by-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain comply, individually or make would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s 's Subsidiaries (a) is duly organized, validly existing and and, to the extent applicable to Foreign Subsidiaries, in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and entity and, to the extent applicable to Foreign Subsidiaries, in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Company and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage own and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent DocumentsDocuments except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified to do business as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, (d) possesses all licenses, registrations and authorizations from and with any Governmental Authority necessary or material to the conduct of its business as now or presently proposed to be conducted, (e) is necessaryin compliance, and after entering into this Agreement will be in compliance, with all Requirements of Law except where to the extent that the failure to comply therewith could not, in the aggregate, reasonably be so qualified or in good standing would not expected to have a Material Adverse Effect, (cf) is not in arrears in regard to any assessment made upon it by the SIPC or any other applicable Governmental Authority, and (g) has all requisite corporate not received any notice from the SEC, FINRA, MSRB, CFTC or any other Governmental Authority of any alleged rule violation or other organizational power and authority and the legal right circumstance which could reasonably be expected to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any material property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) without limitation of any other provisions of this Agreement, is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect and (f) without limitation of any other provisions of this Agreement, has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization, New York; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessarythe States of Connecticut, except where the failure to be so qualified or in good standing would not have a Material Adverse EffectWest Virginia, Louisiana and Texas; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, except where the failure to do so would not in the aggregate have a Material Adverse Effect; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such the ownership, operation and conductconduct referred to in clause (c) above, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and the Borrower’s their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Grantor: (a) is is, as of the Closing Date, and will continue to be (i) (A) a corporation, limited liability company or limited partnership, as applicable, duly organized, and validly existing and (B) in good standing under the laws of the jurisdiction of its incorporation or organization, (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect, and (ciii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (b) has all and will continue to have (i) the requisite corporate or other organizational power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or currently proposed to be conducted, and (dii) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would as could not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) has Effect, all necessary licenses, permits, franchises, rights, powers, consents or approvals from or by, has made by all Persons or Governmental Authorities having jurisdiction over such Grantor that are necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to or appropriate for the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking conduct of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effectits business.

Corporate Existence; Compliance with Law. (a) Each of the Borrower Emeritus and the Borrower’s Subsidiaries Borrowers (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (div) is in compliance with its Constituent Documents, (ev) is in compliance with all applicable Requirements of Law except Law, except, in each case, where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect Effect, (vi) with respect to any Facility then being acquired, has, or upon completion of the Acquisition and (f) has completion of any required post closing procedures which are preconditions thereto shall have, all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect, and (vii) is not a foreign person within the meaning of § 1445(f)(3) of the Code.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Restricted Subsidiaries (a) is duly organizedorganized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (b) is duly qualified to do business as a foreign corporation or entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Warnaco Entity (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law Law, except where the failure to be in compliance would not, not in the aggregate, have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the The Borrower and the Borrower’s each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation or formation; (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower OptiCare and the Borrower’s Subsidiaries its Subsidiaries, if any, (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware in the case of OptiCare and its jurisdiction of its organization, incorporation in the case of OptiCare's Subsidiaries; (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, (except where the for jurisdictions in which such failure to so qualify or to be so qualified or in good standing would not have a Material Adverse Effect, ); (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now being conducted; (iv) has, or currently proposed to be conductedhas applied for, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each Governmental Authority all governmental authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (v) is in compliance with its certificate of incorporation and by-laws; and (vi) is in compliance with all applicable provisions of law, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of such non-compliance which to obtain or make would not, in the aggregate, not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s each of its Material Subsidiaries (a1) is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (b2) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of Cdn$50,000; (c3) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage mortgage, hypothecate or otherwise encumber and operate its propertiesproperties and assets, to lease the property and assets it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f4) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, conduct except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain possess, have made or make would not, given individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (5) is in compliance with its constating documents and by-laws; and (6) is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s each of its Subsidiaries (ai) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (b) is incorporation and has been duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, qualification; (cii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiii) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdictionjurisdiction over it, except to the extent required for extent, if any, that failure to have such ownership, operation and conduct, except for licenses, permits, consents, consents or approvals, filings to have made such filings, or notices that can be obtained to have given such notices, either individually or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, would not have a Material Adverse Effect; (iv) is in compliance with its certificate or articles of incorporation and bylaws; and (v) is in compliance with all applicable provisions of law, except for any noncompliance which, either individually or in the aggregate with all circumstances of noncompliance, could not have or result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Grantor: (a) is is, as of the Closing Date, and will continue to be (i) (A) a corporation, limited liability company or limited partnership, as applicable, duly organized, and validly existing and (B) in good standing under the laws of the jurisdiction of its incorporation or organization, (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect, and (ciii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (b) has all and will continue to have (i) the requisite corporate or other organizational power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or currently proposed to be conducted, and (dii) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would as could not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) has Effect, all necessary licenses, permits, franchises, rights, powers, consents or approvals from or by, has made by all Persons or Governmental Authorities having jurisdiction over such Grantor that are necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to or appropriate for the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking conduct of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.its business. 3.2

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, except where the failure to have such power, authority and legal right would not, in the aggregate, have a Material Adverse Effect, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (fe) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage own and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fe) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any material property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is in good standing (if applicable) under the laws of the jurisdiction of its organization, (c) is duly qualified to do business as a foreign corporation entity and in good standing (if applicable) under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (cd) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (de) is in compliance with its Constituent Documents, (ef) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect and (fg) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a1) is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (b2) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $50,000; (c3) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage mortgage, hypothecate or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conducted; (4) subject to specific representations regarding Environmental Laws, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (5) is in compliance with its constating documents and by-laws; and (6) subject to specific representations set forth herein regarding Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain comply, individually or make would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party and each of the Borrower and the Borrower’s its Subsidiaries (ai) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (bii) is duly qualified to do business or licensed as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification in which it is necessaryrequired to so qualify or be licensed, except where for failures which in the failure to be so qualified or in good standing aggregate would not have a no Material Adverse Effect, ; (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (div) is in compliance with its Constituent Documents, certificate of incorporation and by-laws; (ev) is in compliance with all other applicable Requirements of Law Law, except where the failure to be in compliance for such non-compliances as would not, in the aggregate, aggregate have a no Material Adverse Effect Effect; and (fvi) except as disclosed on Schedule 4.19, has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings consents or notices that approvals which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would notfailures which, in the aggregate, aggregate would have a no Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, organization (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse EffectEffect in the aggregate, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organizedorganized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (b) is duly qualified to do business as a foreign corporation or entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the The Borrower and the Borrower’s each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Borrower and each of the Borrower and the Borrower’s Borrowers’ Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Each of the Borrower Parent and the Borrower’s its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (div) is in compliance with its Constituent Documents, (ev) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fvi) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries its Material Subsidiaries, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not in the aggregate have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all other applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect and (f) has obtained all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, with and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that Permits which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Company and each of the Borrower and the Borrower’s its Subsidiaries (ai) is a limited liability company duly organized, validly existing and in good standing under the laws of the applicable jurisdiction of its organization, ; (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, (except where for jurisdictions in which the failure to so qualify or to be so qualified or in good standing would not have a Material Adverse Effect, ); (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now or currently proposed to be being conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct except where such failure would not have or could not reasonably be expected to have, except for licenses, permits, consents, approvals, filings singly or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect; (v) is in compliance with its organizational documents and operating agreements; and (vi) is in compliance with all applicable provisions of Law, except for such noncompliance which would not have, or could not reasonably be expected to have, a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Each of the Co-Borrower and the Borrower’s its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (div) is in compliance with its Constituent Documents, (ev) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fvi) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvalsPermits, filings or and notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain obtain, make or make give (as applicable) would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Company and each of the Borrower and the Borrower’s its Subsidiaries (ai) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware in the case of Company and as set forth on Schedule 4.5 in the case of its organization, Subsidiaries; (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, (except where the for jurisdictions in which such failure to so qualify or to be so qualified or in good standing would not have a Material Adverse Effect, ); (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now being conducted; (iv) has, or currently proposed to be conductedhas applied for, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (v) is in compliance with its certificate or articles of incorporation and by-laws; and (vi) is in compliance with all applicable provisions of law, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of such non-compliance which to obtain or make would not, in the aggregate, not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect. The Corporate Chart attached hereto as Schedule 4.1 is correct and complete as of the date hereof and as of the Closing Date.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Company and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the The Borrower and the Borrower’s each of its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where in which the failure so to be so qualified or in good standing would not have qualify has a reasonable likelihood of having a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business in all material respects as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, certificate of incorporation and by-laws; (e) is in compliance with all other applicable Requirements of Law except where the failure to be in such non-compliance as would not, in the aggregate, not have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or and approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings consents or notices that approvals which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or which the failure to have would not have any reasonable likelihood of which to obtain or make would not, in the aggregate, have having a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent DocumentsDocuments except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would could not have reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (c) has has, in all material respects, all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Healthcare Laws), except where the failure to be in compliance would notcould not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect Effect, and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can could not reasonably be obtained expected to have, either individually or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each The Company and each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing (where such concept is legally relevant) under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, be reasonably likely to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) with respect to the Company and any Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, be reasonably likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Such Originator (ai) is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, ; (bii) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to so qualify could not reasonably be so qualified or expected to result in good standing would not have a Material Adverse Effect, ; (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure to do any of which the foregoing could not reasonably be expected to obtain result in a Material Adverse Effect; (v) is in compliance with its articles or make would notcertificate of incorporation and by-laws; and (vi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, have could not reasonably be expected to result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (except with respect to North County Recycling, Inc for the period from the Effective Date through ten Business Days thereafter (or such longer period approved by the Administrative Agent in its sole discretion); provided this exception shall not apply to clause (c) below) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party and each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a 39 CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organizedorganized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvalsPermits, filings or notices that can be obtained obtained, made or made given by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain obtain, make or make give would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and the Borrower’s their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permitsPermits (including Mining Permits), consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductto carry out its business as presently conducted, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

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

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Each of the Ultimate Parent Co-Borrower and the Borrower’s its Subsidiaries (ai) is duly organized, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of the jurisdiction of its organization, (bii) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (div) is in compliance with its Constituent Documents, (ev) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fvi) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvalsPermits, filings or and notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain obtain, make or make give (as applicable) would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party and each of the Borrower and the Borrower’s its Subsidiaries (ai) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessarycorporation, except where for failures which in the failure to be so qualified or in good standing would not aggregate have a no Material Adverse Effect, ; (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (div) is in compliance with its Constituent Documents, certificate of incorporation and by-laws; (ev) is in compliance with all other applicable Requirements of Law except where the failure to be in compliance would not, for such non-compliances as in the aggregate, aggregate have a no Material Adverse Effect Effect; and (fvi) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings consents or notices that approvals which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of failures which to obtain or make would not, in the aggregate, aggregate have a no Material Adverse Effect. The only Subsidiaries of the Borrower are Chargit, Bee-Gee and El-Bee, each of which is wholly owned by the Borrower.

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and the Borrower’s Subsidiaries each Group Member (a) is (x) duly organized, organized and validly existing under the laws of the jurisdiction of its organization and (y) in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its material properties, to lease or sublease the property material properties it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (ffe) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, over it to the extent required for such ownership, operation operation, lease, sublease, operation, occupation or conduct of business, except, in each case referred to in this Section 4.1 (other than clausesclause (a)(x) and conduct(c) with respect to the Loan PartiesBorrowers), except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure to do soof any of which to obtain the foregoing, individually or make would not, in the aggregate, have would not reasonably be expected to result in a Material Adverse Effect.. SECTION 4.2

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Credit Party (a) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (b) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to so qualify could not be so qualified or reasonably expected to result in good standing would not have a Material Adverse Effect, ; (c) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conductedconducted (including, without limitation, the power to distribute and otherwise exploit the Products and Recorded Products in accordance with each material agreement to which it is a party); (d) is in compliance with its Constituent Documentssubject to specific representations regarding Environmental Laws, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and by-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain comply, individually or make would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 42 applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (fe) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and the Borrower’s their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries each Subsidiary of Borrower (ai) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organization, incorporation; (bii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessary, (except where the for jurisdictions in which such failure to so qualify or to be so qualified or in good standing would not have a Material Adverse Effect, ); (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary material licenses, permits, consents or approvals from or by, and has made all necessary material filings with, and has given all necessary material notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings ; (v) is in compliance with its certificate or notices that can be obtained or made by the taking articles of ministerial action to secure the grant or transfer thereof or incorporation and by-laws; and (vi) is in compliance with all applicable provisions of law where the failure of which to obtain or make comply would not, in the aggregate, have a Material Adverse Effect. 4.2.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing would not have a Material Adverse Effect, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage mortgage, charge, secure and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, could not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, could not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries The Servicer (ai) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, the state of Alabama (bwhich is the Servicer's only state of incorporation); (ii) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be do so qualified or in good standing would not have a Material Adverse Effect, ; (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage own and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure to do so would not have a Material Adverse Effect; (v) is in compliance with its charter and bylaws; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of which law, except where the failure to obtain comply, individually or make would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its propertiesmaterial property, to lease the or sublease any material property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, not have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, sublease, operation, occupation or conduct of business, except for licenseswhere the failure to obtain such Permits, permits, consents, approvals, make such filings or give such notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, as applicable, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified to do business as a foreign corporation authorized and in good standing licensed under the laws of each jurisdiction where such qualification is necessaryits ownership, except where lease or operation of property or the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct of its business as now requires such authorization or currently proposed to be conductedlicense, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where to the extent that the failure to be in compliance comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (fe) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, not have a Material Adverse Effect.

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably likely to have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) with respect to the Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, be reasonably likely to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Health Care Laws) except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and Effect, (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect., and (g) is in compliance in all materials respects with all laws relating to terrorism or money laundering, including the Patriot Act. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.. 117

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organized, validly existing and and, except as set forth on Schedule 4.1, in good standing under the laws of the jurisdiction of its organization, ; (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, ; (c) subject to the receipt of any necessary approvals of the Bankruptcy Court, has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law Law, except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and the Borrower’s their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

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

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Transaction Party (ai) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, ; (bii) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to so qualify could not reasonably be so qualified or expected to result in good standing would not have a Material Adverse Effect, ; (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure to do any of which the foregoing could not reasonably be expected to obtain result in a Material Adverse Effect; (v) is in compliance with its articles or make would notcertificate of incorporation and by-laws; and (vi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, have could not reasonably be expected to result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s its Subsidiaries (a) is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as applicable; (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, ; (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (d) is in compliance with its Constituent Documents, ; (e) is in compliance with all applicable Requirements of Law Law, except where the failure to be in compliance would not, not in the aggregate, aggregate have a Material Adverse Effect Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, approvals or filings or notices that which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, could not in the aggregate, aggregate have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries The Investor (ai) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (bii) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to be so qualified qualified, individually or in good standing the aggregate would not have a Material Adverse Effect, ; (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Entities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure of which to obtain do so, individually or make would not, in the aggregate, would not have a Material Adverse Effect; (v) is in compliance with its charter and by-laws; and (vi) is in compliance with all applicable provisions of law (including, without limitation, the Communications Act), except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrower and the Borrower’s Subsidiaries Transaction Party (ai) is a Person duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, ; (bii) is duly qualified to do conduct business as a foreign corporation and is in good standing under the laws of in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification is necessaryqualification, except where the failure to so qualify or be so qualified or in good standing would not have reasonably be expected to result in a Material Adverse Effect, ; (ciii) has all the requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now or currently now, heretofore and proposed to be conducted, ; (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (fiv) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings with, and has given all necessary notices to, each all Governmental Authority Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or where the failure to do any of which the foregoing would not reasonably be expected to obtain result in a Material Adverse Effect; (v) is in compliance with its articles or make would notcertificate of incorporation or certificate of formation and by-laws, operating agreement or limited liability agreement, as applicable; and (vi) is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, have would not reasonably be expected to result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the The Borrower and each of the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party and each of the Borrower and the Borrower’s its Subsidiaries (ai) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (bii) is duly qualified to do business or licensed as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification in which it is necessaryrequired to so qualify or be licensed, except where for failures which in the failure to be so qualified or in good standing aggregate would not have a no Material Adverse Effect, ; (ciii) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, ; (div) is in compliance with -51- 61 its Constituent Documents, certificate of incorporation and by-laws; (ev) is in compliance with all other applicable Requirements of Law Law, except where the failure to be in compliance for such non-compliances as would not, in the aggregate, aggregate have a no Material Adverse Effect Effect; and (fvi) except as disclosed on Schedule 4.19, has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings consents or notices that approvals which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would notfailures which, in the aggregate, aggregate would have a no Material Adverse Effect.

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

Corporate Existence; Compliance with Law. Each of the Borrower and each of the Borrower’s Subsidiaries 's Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, Permits or filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.