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

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably the failure of any such Subsidiaries to be expected to duly organized, validly existing or in good standing would not have a Material Adverse Effect, (b) has the corporate (or other) power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the failure to do so could notextent that, individually or in the aggregate, reasonably be expected the failure of any such Subsidiaries to have any such power, authority or legal right would not have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified could notthat, in the aggregate, reasonably the failure of the Company and its Subsidiaries to so qualify or be expected to in good standing would not have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could notthat, in the aggregate, reasonably be expected the failure of the Company and its Subsidiaries to comply therewith would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Significant Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably the failure of any such Subsidiaries to be expected to duly organized, validly existing or in good standing would not have a Material Adverse Effect, (bii) has the corporate (or other) power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the failure to do so could notextent that, individually or in the aggregate, reasonably be expected the failure of any such Subsidiaries to have any such power, authority or legal right would not have a Material Adverse Effect, (ciii) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified could notthat, in the aggregate, reasonably the failure of the Company and its Subsidiaries to so qualify or be expected to in good standing would not have a Material Adverse Effect, and (div) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could notthat, in the aggregate, reasonably be expected the failure of the Company and its Subsidiaries to comply therewith would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrowerthe Borrowers), where such to the extent that the failure to be organized, existing and (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Group Member (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 the extent such concepts are applicable do business as a foreign entity and in good standing under the law laws of each jurisdiction where such jurisdiction)qualification is necessary, except (i) with respect to where the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, except where the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization has all requisite power and in good standing under authority and the laws of each jurisdiction (legal right to the extent such concepts are applicable under the law of such jurisdiction) where own, pledge, mortgage and operate its ownershipproperty, to lease or operation of Property sublease any property it operates under lease or the sublease and to conduct of its business requires such qualificationas now conducted, except to the extent that where the failure to be so qualified have such power, authority or right could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with its Organizational Documents in all Requirements of Law material respects, (e) except to the extent that addressed by any other representation and warranty in this Article III, is in compliance with all applicable requirements of Law except where the failure to comply therewith be in compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) subject to Section 3.17 hereof, has all necessary 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, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to except, in the extent such concepts are applicable under the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion case of the business of the Company and its Restricted Borrower's Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified organized, validly existing or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect), (b) has the corporate or partnership 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 (except, in the case of the Borrower's Subsidiaries, to the extent that the failure to have such power and authority or legal right could not, in the aggregate, reasonably be expected to have a Material Adverse Effect), (c) is duly qualified as a foreign corporation 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 (except, in the case of the Borrower's Subsidiaries, to the extent that the failure to be so duly qualified or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect) and, (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization (to the extent such concepts are applicable under the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectformation, (b) has the corporate requisite power and authority, authority and the legal right, right to own and operate all its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engagedengaged and has taken all actions necessary to maintain all rights, privileges, licenses and franchises necessary or required in the normal conduct of its business, except where to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization to conduct business and is in good standing under the laws of (i) the jurisdiction of its organization or formation and (ii) each other jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to so qualify or be so qualified in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, each of the Credit Parties represents that:

Corporate Existence; Compliance with Law. Each The Borrower and each of the Company and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under that the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion failure of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure Subsidiaries to be so organized, validly existing and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other 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, except where to the extent that the failure to do so have such power, authority and legal right could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws Laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify or be so qualified in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law Law, including, without limitation, with respect to environmental Laws, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company Loan Parties and its Restricted their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under that the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion failure of the business of the Company and its Restricted Subsidiaries, taken as a whole, and Subsidiaries (ii) other than with respect to any the Borrower, where such failure ) to be so organized, validly existing and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other 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, except where to the extent that the failure to do so have such power, authority and legal right could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws Laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify or be so qualified in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law Law, including, without limitation, with respect to environmental laws, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrowerthe Borrowers), where such to the extent that the failure to be (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the ---------------------------------------- Company and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted certain Subsidiaries, taken as a wholethe lack of such organization, and (ii) other than with respect to any Borrower, where such failure to be in existence or good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engagedengaged except to the extent that, except where with respect to certain Subsidiaries, the failure to do so lack of such power, authority or legal right could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization entity and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to qualify or be so qualified in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization (to incorporation or formation, other than, solely in the extent case of Loan Parties that are not Borrowers, in such concepts are applicable under jurisdictions where the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be so in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization a limited liability company or an unlimited company and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company The Borrower and its Restricted Subsidiaries (a) each corporate Subsidiary which is not a Bank Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation. Each Bank Subsidiary which is a national bank is duly organized, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company validly existing and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could notunder the National Bank Act, individually and each Bank Subsidiary (other than any Edge Act corporation) which is not a national bank is a corporation duly organized, validly existing, chartered as a state bank or trust company and in good standing under the aggregate, reasonably be expected to have a Material Adverse Effect, laws of the state in which it is chartered. The Borrower and each Subsidiary (ba) has the corporate all requisite power and authority, and the legal right, authority to own and operate its Property, to lease the Property it operates as lessee property and assets and to conduct the business in which it is currently engaged, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (cb) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified comply therewith could not, in the aggregate, reasonably be expected to have result in a Material Adverse Effect, and (dc) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The Borrower is a bank holding company duly registered with the Board under the Bank Holding Company Act of 1956, as amended.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Except as set forth on Schedule 3.01, each Group Member (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 the extent such concepts are applicable do business as a foreign entity and in good standing under the law laws of each jurisdiction where such jurisdiction)qualification is necessary, except (i) with respect to where the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, except where the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization has all requisite power and in good standing authority and the legal right to own, pledge, mortgage and operate its Property, to lease any Property it operates under the laws of each jurisdiction (lease and to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property or the conduct of its business requires such qualificationas now conducted, except to the extent that where the failure to be so qualified have such power, authority or right could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with its Organizational Documents in all Requirements of Law material respects, (e) except to the extent that addressed by any other representation and warranty in this Article III, is in compliance with all applicable requirements of Law except where the failure to comply therewith be in compliance could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) subject to Section 3.17 hereof, has all necessary 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, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrowerthe Borrowers), where such to the extent that the failure to be (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect. For the purposes of the Insolvency Regulation, the centre of main interests of any Person incorporated in the Netherlands, is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) except as set forth on Schedule 5.3, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation (to the extent such concepts are applicable under in the law of such relevant jurisdiction), ) except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to the Borrower or any BorrowerMaterial Subsidiary), where such to the extent that the failure to be in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and ---------------------------------------- its Restricted Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably the failure of any such Subsidiaries to be expected to duly organized, validly existing or in good standing would not have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the failure to do so could notextent that, individually or in the aggregate, reasonably be expected the failure of any such Subsidiaries to have any such power, authority or legal right would not have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified could notthat, in the aggregate, reasonably the failure of the Company and its Subsidiaries to so qualify or be expected to in good standing would not have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could notthat, in the aggregate, reasonably be expected the failure of the Company and its Subsidiaries to comply therewith would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrowerthe Borrowers), where such to the extent that the failure to be organized, existing and (to the extent applicable in the relevant jurisdiction) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable in the aggregate, relevant jurisdiction) in good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization (to incorporation or formation, other than, solely in the extent case of Loan Parties that are not Borrowers, in such concepts are applicable under jurisdictions where the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be so in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization a limited liability company or an unlimited company and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.. No Loan Party is an EEA Financial Institution. 121

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any the Borrower), where such to the extent that the failure to be (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect. For the purposes of the Insolvency Regulation, the centre of main interests of any Person incorporated in the Netherlands, is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction.

Corporate Existence; Compliance with Law. Each Obligor and each ---------------------------------------- of the Company and its Restricted Xxxx Companies' Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably the failure of any such Subsidiaries to be expected to duly organized, validly existing or in good standing would not have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the failure to do so could notextent that, individually or in the aggregate, reasonably be expected the failure of any such Subsidiaries to have any such power, authority or legal right would not have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified could notthat, in the aggregate, reasonably the failure to so qualify or be expected to in good standing would not have a Material Adverse Effect, and (d) is is, to the best of its knowledge, in compliance with all Requirements of Law except to the extent that that, in the aggregate, the failure to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company Borrowers and its Restricted their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under that the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion failure of the business of the Company and its Restricted Subsidiaries, taken as a whole, and Subsidiaries (ii) other than with respect to any Borrower, where such failure White Mountains Re) to be so organized, validly existing and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other 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, except where to the extent that the failure to do so have such power, authority and legal right could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws Laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify or be so qualified in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law Law, including, without limitation, with respect to environmental laws, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) except as set forth on Schedule 5.3, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation (to the extent such concepts are applicable under in the law of such relevant jurisdiction), ) except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to the Borrowers or any BorrowerMaterial Subsidiary), where such to the extent that the failure to be in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization (to incorporation or formation, other than, solely in the extent case of Loan Parties that are not Borrowers, in such concepts are applicable under jurisdictions where the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be so in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the 164 extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization a limited liability company or an unlimited company and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect. No Loan Party is an EEA Financial Institution.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrowerthe Parent and the Borrowers), where such to the extent that the failure to be organized, existing and (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company ---------------------------------------- and its Restricted Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably the failure of any such Subsidiaries to be expected to duly organized, validly existing or in good standing would not have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the failure to do so could notextent that, individually or in the aggregate, reasonably be expected the failure of any such Subsidiaries to have any such power, authority or legal right would not have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified could notthat, in the aggregate, reasonably the failure of the Company and its Subsidiaries to so qualify or be expected to in good standing would not have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could notthat, in the aggregate, reasonably be expected the failure of the Company and its Subsidiaries to comply therewith would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any the Borrower), where such to the extent that the failure to be organized, existing and (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.. 5.4

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Significant Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (organization, except to the extent such concepts are applicable under the law of such jurisdiction)that, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be in good standing could not, individually or in the aggregate, reasonably the failure of any such Subsidiaries to be expected to duly organized, validly existing or in good standing would not have a Material Adverse Effect, (bii) has the corporate (or other) power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the failure to do so could notextent that, individually or in the aggregate, reasonably be expected the failure of any such Subsidiaries to have any such power, authority or legal right would not have a Material Adverse Effect, (ciii) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) 70 where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified could notthat, in the aggregate, reasonably the failure of the Company and its Subsidiaries to so qualify or be expected to in good standing would not have a Material Adverse Effect, and (div) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could notthat, in the aggregate, reasonably be expected the failure of the Company and its Subsidiaries to comply therewith would not have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under the law of such jurisdiction)incorporation or formation, except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrowerthe BorrowerBorrowers), where such to the extent that the failure to be (to the extent applicable) in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate power and authority, and the legal right, right to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and (to the extent applicable) in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect. For the purposes of the Insolvency Regulation, the centre of main interests of any Person incorporated in the Netherlands, is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction.

Corporate Existence; Compliance with Law. Each of the Company and its Restricted Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization (to incorporation or formation, other than, solely in the extent case of Loan Parties that are not Borrowers, in such concepts are applicable under jurisdictions where the law of such jurisdiction), except (i) with respect to the good standing of its Foreign Subsidiaries that do not constitute a material portion of the business of the Company and its Restricted Subsidiaries, taken as a whole, and (ii) other than with respect to any Borrower, where such failure to be so in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its Propertyproperty, to lease the Property property it operates as lessee and to conduct the business in which it is currently engaged, except where to the extent that the failure to do so could not, individually or in the aggregate, have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization a limited liability company or an unlimited company and in good standing under the laws of each jurisdiction (to the extent such concepts are applicable under the law of such jurisdiction) where its ownership, lease or operation of Property property or the conduct of its business requires such qualification, except to the extent that other than in such jurisdictions where the failure to be so qualified could not, and in the aggregate, good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect. No Loan Party is an EEA Financial Institution.