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

Corporate Existence; Compliance with Law. (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as 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 (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization (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, (iib) 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 the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiic) 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, except to the extent that the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ivd) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Borrower and its Subsidiaries (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organizationincorporation or organization as of the date hereof, (ii) 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, (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and would not result in good standing exposure to losses or liabilities which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has the requisite power and (iv) is in compliance with all Requirements of Law 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 conducted or proposed to be conducted, except to the extent that the failure to comply therewith could not, in the aggregate, as would not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing Effect and except as otherwise provided in good standing under the laws Section 3.1 of the jurisdiction Credit Agreement of its organizationeven date hereof among Kmart Corporation, the other Credit Parties signatory thereto, the Lenders signatory thereto, General Electric Capital Corporation (ii) has the corporate (or limited partnership or limited liability company or other form of organizationas Administrative Agent, as applicable) power Co-Collateral Agent 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicableLender) and in good standing under others (the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i"Credit Agreement"), (ii)d) has all licenses, (iii) permits, consents or (iv) aboveapprovals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not, in the aggregate, which would not reasonably be expected to have a Material Adverse EffectEffect and except as otherwise provided for in Section 3.1 of the Credit Agreement, (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable, and (f) is (and its respective properties are) in compliance with all applicable provisions of law, except where the failure to comply with such laws, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and except as otherwise provided for in Section 3.1 of the Credit Agreement.

Corporate Existence; Compliance with Law. Each Corporate Credit Party: (a) Kimco is, as of the Closing Date, and will continue to be (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (ii) 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, (iii) is duly qualified as a foreign corporation to do business and in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in good standing 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 and will continue to have (i) the requisite power and authority and the legal right to execute, deliver and perform its obligations under the Credit Documents, and 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, heretofore or proposed to be conducted, and (ivii) is in compliance with all Requirements licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over Borrowers which are necessary or appropriate for the conduct of Law its business, except to the extent that the failure to comply therewith have any such licenses, permits, franchises, rights, powers, consents or approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) 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 (ii) 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, 4.1); (iiib) is duly qualified as a foreign corporation to conduct business 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, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and or be in good standing could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority, and the legal right to 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, heretofore and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (ivd) has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct or other organizational documents; and (e) is in compliance in material respects with all Requirements applicable provisions of Law law except to the extent that where the failure to comply therewith be in compliance could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Borrower (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in Disclosure Schedule 3.1; (ii) 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, (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and in good standing could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority 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 conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ive) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that permitted by the Bankruptcy Code or where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Borrower is a Wholly Owned Subsidiary.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in Schedule (ii) 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, 4.1); (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and would not result in good standing could notexposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (c) has the requisite power and authority, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and the legal right to 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, heretofore and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (ivd) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco Such Seller (i) is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, ; (ii) 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, (iii) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to so qualify could not reasonably be so qualified expected to result in a Material Adverse Effect; (iii) has the requisite corporate limited liability or limited partnership power and authority, as applicable, 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, in good standing could noteach case, as now, heretofore and proposed to be conducted; except where such failure, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do any of the foregoing, could not reasonably be expected to result in a Material Adverse Effect; (ivv) is in compliance with its articles or certificate of incorporation or formation, limited liability agreement or limited partnership agreement or by-laws, as applicable; and (vi) subject to specific representations set forth herein regarding ERISA, environmental laws, tax laws and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notso comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Borrower’s Subsidiaries that is (i) a corporation is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) limited liability company is duly organized, validly existing and in good standing under the jurisdiction of its formation and (iii) a limited partnership is duly organized and validly existing under the laws of the jurisdiction of its organizationformation. (b) Except as set forth in Schedule 4.1, each of the Borrower and its Subsidiaries (iii) has the corporate (is duly qualified or licensed as a foreign limited partnership or partnership, limited liability company or other form of organizationcorporation, as applicable) 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 each jurisdiction in which it is currently engaged, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form its ownership of organization, as applicable) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property properties or the conduct of its business requires such qualificationqualification or licensing except for failures to be so qualified or licensed which in the aggregate would not reasonably be expected to have a Material Adverse Effect; (ii) has all requisite limited partnership, limited liability company or corporate power, as applicable, 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; (iii) is in compliance with its certificate of limited partnership and partnership agreement, certificate of formation of limited liability company and limited liability company agreement, or certificate of incorporation and by-laws, as applicable; (iv) is in compliance with all other applicable Requirements of Law, except for such noncompliances as in the aggregate would not reasonably be expected to have a Material Adverse Effect and Requirements of Law exceptthat are stayed as a result of the commencement of the Reorganization Cases; and (v) has made all necessary filings with, and has given all necessary notices to, the FCC to the extent required for such ownership and use with respect to the FCC Licenses, except for failures to file or give notice which in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in the Disclosure Document; (ii) 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, (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and in good standing could not, in the aggregate, would not reasonably be expected to result in exposure to losses, damages or liabilities in excess of $100,000; (c) has the requisite corporate or limited liability company 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, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws or operating agreement, as applicable; and (f) to the best of each Credit Party’s actual knowledge, is in compliance with and has all licenses required under all laws, including, without limitation, all applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses could not be reasonably expected to have a Material Adverse Effect, ; and (ivg) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco The Borrower (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco The Borrower (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary of the Borrower (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings and its Subsidiaries (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its incorporation or organization, (ii) 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, (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and would not result in good standing exposure to losses or liabilities which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has the requisite 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 conducted or proposed to be conducted, (ivd) subject to specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable, and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is (and its respective properties are) in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notwith such laws, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as set forth on Schedule 5.3, each Group Member (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iib) 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, (iiic) 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, qualification except to the extent that the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, (d) owns and/or possess all legally required certificates, certifications, permits, licenses, authorizations, consents and in good standing approvals (collectively, the "Certifications") from any health care and/or insurance-related federal, state, Commonwealth of Puerto Rico or local governmental or quasi-governmental authority or any agency, board, authority or entity concerned with the ownership or operation of any Group Member as a company providing healthcare, health services or other insurance benefits and/or as a managed care plan (collectively, "Health Plan Authorities") except to the extent that the failure to own and/or possess such Certifications could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (ive) is in compliance with all Requirements of Law Law, including, without limitation, material provisions of the laws, ordinances, statutes, codes, regulations, orders of all Health Plan Authorities having jurisdiction over the financing and operation of the Group Members except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in the Disclosure Document; (ii) 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, (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and in good standing could not, in the aggregate, would not reasonably be expected to result in exposure to losses, damages or liabilities in excess of $500,000; (c) has the requisite corporate or limited liability company 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, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws or operating agreement, as applicable; and (f) to the best of each Credit Party's actual knowledge, is in compliance with and has all licenses required under all laws applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses could not be reasonably expected to have a Material Adverse Effect, ; and (ivg) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in Disclosure Schedule (ii) 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, 3.1); (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified would not result in exposure to losses, damages or liabilities in excess of $250,000; (c) has the requisite power and in good standing could notauthority and the legal right to own, in pledge, mortgage or otherwise encumber and operate its properties, to lease the aggregateproperty it operates under lease and to conduct its business as now, reasonably heretofore and proposed to be expected conducted; (d) subject to have a Material Adverse Effectspecific representations regarding Environmental Laws and any scheduled exceptions thereto, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (ive) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations and any scheduled exceptions thereto set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Loan Parties (a) Kimco (i) 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 organizationincorporation or formation, except (other than with respect to the BorrowerBorrowers), to the extent that the failure to be (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (iib) has the corporate power and authority, and the legal right, 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 to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (iiic) is duly qualified as a foreign corporation or limited liability company and (to the extent applicable in the relevant jurisdiction) 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 to the extent other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing could not, in the aggregate, would not be reasonably be expected to have a Material Adverse Effect, Effect and (ivd) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under . For the laws purposes of the Insolvency Regulation, the centre of main interests of any Person incorporated in the Netherlands, is situated in its jurisdiction of its organization, incorporation and it has no “establishment” (iias that term is used in Article 2(10) has of the corporate (or limited partnership or limited liability company or Insolvency Regulation) in any other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effectjurisdiction.

Corporate Existence; Compliance with Law. (a) Kimco Borrower and each Restricted Subsidiary (i) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its organization, ; (iiii)(A) has the all requisite corporate or other power and authority, and the legal right(B) has all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its property, to lease the property it operates business as lessee now being conducted; and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation to do business and is 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 (to the extent applicable) in all jurisdictions in which the failure to be so qualified and in good standing could notnature of the business conducted by it makes such qualification necessary; except, in the aggregate, reasonably be expected to have a Material Adverse Effect, case of clauses (ii)(B) and (iviii) is in compliance with all Requirements of Law except to the extent that where the failure to comply therewith could not, thereof individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Each Neither Borrower nor any Restricted Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction nor any of its organizationProperty is in violation of, (ii) has nor will the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) and in good standing under the laws of each jurisdiction where its ownership, lease or continued operation of property Borrower’s or such Restricted Subsidiary’s Property as currently conducted violate, any Requirement of Law (including, without limitation, Gaming/Racing Laws, the conduct Patriot Act and any zoning or building ordinance, code or approval or permits or any restrictions of its business requires such qualification, and (ivrecord or agreements affecting the Real Property) or is in compliance default with all Requirements respect to any judgment, writ, injunction, decree or order of Law exceptany Governmental Authority, in the case of clauses (i), (ii), (iii) where such violations or (iv) above, as could not, in the aggregate, defaults would reasonably be expected to have a Material Adverse Effect. (c) Neither Borrower nor any Guarantor is an EEA Financial Institution.

Corporate Existence; Compliance with Law. The Borrower and each of its Material Subsidiaries (a) Kimco (i) is duly organized, validly existing and in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of the jurisdiction of its organization, (iib) 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, (iiic) is duly qualified as a foreign corporation and in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, qualification except to the extent where the failure to be so qualified and in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of the Borrower and its Subsidiaries taken as a whole and would not adversely affect the ability of any Loan Party to perform its respective obligations under the Loan Documents to which it is a party and (ivd) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could notwould not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, assets or financial or other condition of the Borrower and its Subsidiaries taken as a whole and would not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing adversely affect the ability of any Loan Party to perform its obligations under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) power and authority, and the legal right, Loan Documents 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effectparty.

Corporate Existence; Compliance with Law. (a) Kimco The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Borrower's Subsidiaries that is (i) a corporation is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) limited liability company is duly organized, validly existing and in good standing under the jurisdiction of its formation and (iii) a limited partnership is duly organized and validly existing under the laws of the jurisdiction of its organizationformation. (b) Except as set forth in Schedule 4.1, each of the Borrower and its Subsidiaries (iii) has the corporate (is duly qualified or licensed as a foreign limited partnership or partnership, limited liability company or other form of organizationcorporation, as applicable) 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 each jurisdiction in which it is currently engaged, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form its ownership of organization, as applicable) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property properties or the conduct of its business requires such qualificationqualification or licensing except for failures to be so qualified or licensed which in the aggregate would not reasonably be expected to have a Material Adverse Effect; (ii) has all requisite limited partnership, limited liability company or corporate power, as applicable, 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; (iii) is in compliance with its certificate of limited partnership and partnership agreement, certificate of formation of limited liability company and limited liability company agreement, or certificate of incorporation and by-laws, as applicable; (iv) is in compliance with all other applicable Requirements of Law, except for such noncompliances as in the aggregate would not reasonably be expected to have a Material Adverse Effect and Requirements of Law exceptthat are stayed as a result of the commencement of the Reorganization Cases; and (v) has made all necessary filings with, and has given all necessary notices to, the FCC to the extent required for such ownership and use with respect to the FCC Licenses, except for failures to file or give notice which in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in DISCLOSURE SCHEDULE (ii) 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, 3.1); (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified would not have a Material Adverse Effect; (c) has the requisite power and in good standing could notauthority 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 conducted; (d) subject to specific representations regarding Environmental Laws contained in the aggregateEnvironmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect, and ; (ive) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings, the Company and the Company's Subsidiaries (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iiib) is duly qualified as a foreign corporation to do business and in good standing under the laws of each jurisdiction where its ownershipsuch qualification is necessary (including, lease or operation of property or the conduct of its business requires such qualification, except with respect to the extent the failure to be so qualified and in good standing could notAustralian Subsidiaries, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationprincipal place of business), except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (iic) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) all requisite power and authority, authority and the legal rightright to own, to own pledge, mortgage and operate its propertyproperties, to lease the property it operates as lessee under lease and to conduct the its business in which it is as now or currently engagedproposed to be conducted, (iiid) is duly qualified as a foreign corporation in compliance with its Constituent Documents, (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (ive) is in compliance with all applicable Requirements of Law except, except where the failure to be in the case of clauses (i), (ii), (iii) or (iv) above, as could compliance would not, in the aggregate, reasonably have a Material Adverse Effect and (f) 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, operation and conduct, except for Permits or filings that can be expected obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY

Corporate Existence; Compliance with Law. Such Credit Party and each Subsidiary of such Credit Party: (a) Kimco (i) is a corporation or other entity duly organized, validly existing and and, if applicable, in good standing under the laws of the its jurisdiction of its organization, incorporation or organization set forth in Disclosure Schedule (ii) 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, 3.1); (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified would not result in exposure to losses, damages or liabilities in excess of $100,000; (c) has the requisite corporate 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, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws and except with respect to XX Xxxxxxx and WD BPI as disclosed in good standing could notDisclosure Schedule (3.22) has all licenses, in the aggregatepermits, reasonably be expected to have a Material Adverse Effectconsents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (ive) is in compliance with its charter, bylaws, memorandum of association and articles of association, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco Each of Co-Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iii) is duly qualified to do business as a foreign corporation 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 qualificationqualification is necessary, except to the extent where the failure to be so qualified and or in good standing could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has all requisite 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, (iv) is in compliance with its Constituent Documents, (v) is in compliance with all applicable Requirements of Law except to the extent that where the failure to comply therewith could be in compliance would not, in the aggregate, reasonably be expected have a Material Adverse Effect and (vi) 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, operation and conduct, except for Permits, filings and notices the failure of which to obtain, make or give (as applicable) would not, in the aggregate, have a Material Adverse Effect. (b) Each Subsidiary None of Co-Borrower or any of its Subsidiaries is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering ("ANTI-TERRORISM LAWS"), including United States Executive Order No. 13224 on Terrorist Financing (the "ANTI-TERRORISM ORDER") and the Patriot Act. (c) None of Co-Borrower or any of its Subsidiaries is any of the following: (i) a Person that is duly organizedlisted in the annex to, validly existing or is otherwise subject to the provisions of, the Anti-Terrorism Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Anti-Terrorism Order; (iii) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in the Anti-Terrorism Order; or (iv) a Person that is named as a "specially designated national and blocked person" in good standing under the laws most current list published by the U.S. Treasury Department Office of the jurisdiction Foreign Assets Control. (d) None of Co-Borrower or any of its organizationSubsidiaries, to its knowledge, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (c) above, (ii) has deals in, or otherwise engages in any transactions relating to, any property or interests in property blocked pursuant to the corporate (Anti-Terrorism Order or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (engages in or limited partnership conspires to engage in any transaction that evades or limited liability company avoids, or other form has the purpose of organizationevading or avoiding, as applicable) and or attempts to violate, any of the prohibitions set forth 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effectany Anti-Terrorism Law.

Corporate Existence; Compliance with Law. Except as set forth on Schedule 3.01, each Group Member (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iiib) is duly qualified to do business as a foreign corporation 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 qualificationqualification is necessary, except to the extent where the failure to be so qualified and or in good standing could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its Property, to lease any Property it operates under lease and to conduct its business as now conducted, except where the failure to have such power, authority or right could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ivd) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Borrowers and their Subsidiaries (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except to the extent that the failure of the Subsidiaries (iiother than Fund American) to be so organized, validly existing and in good standing could not, 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 engaged, , except to the extent that the failure to have such power, authority and legal right could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiic) 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 Property or the conduct of its business requires such qualification, except to the extent the failure to so qualify or be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ivd) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws . The Guaranty by Fund American pursuant to Section 2.21 hereof of the jurisdiction outstanding principal amount of its organization, (ii) has any Loans that have been advanced to White Mountains plus all Reimbursement Obligations of White Mountains in respect of Letters of Credit that have been issued for the corporate (or limited partnership or limited liability company or other form account of organization, as applicable) power and authority, and White Mountains plus all accrued interest payable thereon by White Mountains hereunder is not prohibited by Section 4 of 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form Certificate of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse EffectDesignation.

Corporate Existence; Compliance with Law. (a) Kimco Company and each of its Subsidiaries (i) is a corporation, partnership or limited liability company duly organizedformed, validly existing and in good standing under the laws of the jurisdiction State of Delaware in the case of Company and set forth on SCHEDULE 4.4 in the case of its organization, Subsidiaries; (ii) 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, (iii) is duly qualified as a foreign corporation corporation, partnership or limited liability company and in good standing under the laws of each jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, qualification (except to the extent the for jurisdictions in which such failure to so qualify or to be so qualified and in good standing could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect, and Effect on Company); (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iiiii) has the corporate (or limited requisite corporate, partnership or limited liability company or other form of organization, as applicable) power and authority, authority and the legal rightright to own, to own pledge, mortgage or otherwise encumber and operate its propertyproperties, to lease the property it operates as lessee under lease, and to conduct its business as now being conducted; (iv) has, or has applied for, all material Permits from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the business in which it is currently engagedextent required for such ownership, operation and conduct; (iiiv) is duly qualified as in compliance with its certificate or articles of incorporation and by-laws or, if not a foreign corporation (or limited partnership or limited liability company or other form of organizationcorporation, as applicable) 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, governing documents; and (ivvi) is in compliance with all Requirements applicable provisions of Law exceptlaw, in the case of except with respect to clauses (i)ii) through (vi) where such failure, (ii), (iii) individually or (iv) above, as could not, in the aggregate, reasonably be expected to would not have a Material Adverse EffectEffect on Company.

Corporate Existence; Compliance with Law. Each Grantor: (a) Kimco is, as of the Closing Date, and thereafter will continue to be (i) is (A) a corporation, limited liability company or limited partnership, as applicable, duly organized, and validly existing (except as otherwise expressly permitted under Section 5.3) and (B) in good standing (or its equivalent) under the laws of the jurisdiction of its incorporation or organization, (ii) 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, (iii) is duly qualified as a foreign corporation to do business and in good standing under the laws of (or its equivalent) in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in good standing compliance with all Requirements of Law, Contractual Obligations and Permits that are necessary or appropriate for the conduct of such Grantor’s business, 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 and will continue to have (i) the requisite corporate power, or limited liability company power, as applicable, and authority and the legal right to (A) execute and deliver the Loan Documents, in each case, as of the date of execution and delivery of such Loan Documents to which it is a party, (B) ​ perform its obligations under the Loan Documents to which it is a party, and (C) 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, heretofore or proposed to be conducted, and (ii) except as could not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) is in compliance with all Requirements of Law except to the extent licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Grantor that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (are necessary or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or appropriate for the conduct of its business requires such qualification, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effectbusiness.

Corporate Existence; Compliance with Law. (a) Kimco Each Transaction Party (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, ; (ii) 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, (iii) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and in good standing qualify could not, in the aggregate, not reasonably be expected to have result in a Material Adverse Effect, and ; (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iiiii) has the requisite corporate (or limited partnership or limited liability company or other form of organization, as applicable) power and authority, authority and the legal rightright to own, to own pledge, mortgage or otherwise encumber and operate its propertyproperties, to lease the property it operates as lessee under lease, and to conduct the business its business, in which it is currently engaged, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organizationeach case, as applicablenow, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and in good standing under has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the laws of each jurisdiction where its extent required for such ownership, lease or operation and conduct, except where the failure to do any of property or the conduct of its business requires such qualification, and foregoing could not reasonably be expected to result in a Material Adverse Effect; (ivv) is in compliance with all Requirements its articles or certificate of Law exceptincorporation or certificate of formation and by-laws, in the case of clauses (i), (ii), (iii) operating agreement or (iv) abovelimited liability agreement, as could notapplicable; 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, could not reasonably be expected to have result in a Material Adverse Effect.. Receivables Sale and Servicing Agreement

Corporate Existence; Compliance with Law. (a) Kimco Each Transaction Party (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, ; (ii) 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, (iii) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and in good standing qualify could not, in the aggregate, not reasonably be expected to have result in a Material Adverse Effect, and ; (iv) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iiiii) has the requisite corporate (or limited partnership or limited liability company or other form of organization, as applicable) power and authority, authority and the legal rightright to own, to own pledge, mortgage or otherwise encumber and operate its propertyproperties, to lease the property it operates as lessee under lease, and to conduct the business its business, in which it is currently engaged, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organizationeach case, as applicablenow, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and in good standing under has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the laws of each jurisdiction where its extent required for such ownership, lease or operation and conduct, except where the failure to do any of property or the conduct of its business requires such qualification, and foregoing could not reasonably be expected to result in a Material Adverse Effect; (ivv) is in compliance with all Requirements its articles or certificate of Law exceptincorporation or certificate of formation and by-laws, in the case of clauses (i), (ii), (iii) operating agreement or (iv) abovelimited liability agreement, as could notapplicable; 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, could not reasonably be expected to have result in a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Loan Party (aother ----------------------------------------- than KMC after the consummation of the Merger) Kimco (i) and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation. Each Loan Party and each of its Subsidiaries (ii) 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, (iiii) is duly qualified to transact business as a foreign corporation and in good standing as a foreign corporation under the laws of each jurisdiction where its ownership, lease or operation of property or in which the conduct nature of its business or the location of its property requires such qualificationit to be so qualified, except to the extent where the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have has no reasonable likelihood of having a Material Adverse Effect; (ii) has all requisite corporate 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; (iii) is in compliance with its certificate of incorporation and by-laws; (iv) is in compliance with all applicable Requirements of Law Law, except to the extent that the failure to comply therewith could notfor such non-compliances that, individually or in the aggregate, reasonably have no reasonable likelihood of having a Material Adverse Effect; and (v) 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 or approvals which can be expected obtained by the taking of ministerial action to secure the grant or transfer thereof or which the failure to have, individually or in the aggregate, would have no reasonable likelihood of having a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. The Borrower (a) Kimco is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, (ib) has the partnership power and authority, and 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 as a foreign limited partnership 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, 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, and each of its Subsidiaries (w) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iix) 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, (iiiy) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, qualification and (ivz) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Borrower's Subsidiaries that is (i) a corporation is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) 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, (iii) 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 to the extent the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) 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. (b) Each Subsidiary (i) limited liability company is duly organized, validly existing and in good standing under the jurisdiction of its formation and (iii) a limited partnership is duly organized and validly existing under the laws of the jurisdiction of its organizationformation. (b) Except as set forth in Schedule 4.1, each of the Borrower and its Subsidiaries (iii) has the corporate (is duly qualified or licensed as a foreign limited partnership or partnership, limited liability company or other form of organizationcorporation, as applicable) 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 each jurisdiction in which it is currently engaged, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form its ownership of organization, as applicable) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property properties or the conduct of its business requires such qualificationqualification or licensing except for failures to be so qualified or licensed which in the aggregate would not reasonably be expected to have a Material Adverse Effect; (ii) has all requisite limited partnership, limited liability company or corporate power, as applicable, 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; (iii) is in compliance with its certificate of limited partnership and partnership agreement, certificate of formation of limited liability company and limited liability company agreement, or certificate of incorporation and by-laws, as applicable; (iv) is in compliance with all other applicable Requirements of Law, except for such noncompliances as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect and Requirements of Law exceptthat are stayed as a result of the commencement of the Reorganization Cases; and (v) has made all necessary filings with, and has given all necessary notices to, the FCC to the extent required for such ownership and use with respect to the FCC Licenses, except for failures to file or give notice which individually or in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco (i) Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, . Each Group Member (ii) 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, (iiia) is duly qualified to do business as a foreign corporation 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 qualificationqualification is necessary, except to the extent where the failure to be so qualified and or in good standing could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has all requisite 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, (ivc) is in compliance with its Constituent Documents, (d) is in compliance with all applicable Requirements of Law except to the extent that where the failure to comply therewith could be in compliance would not, in the aggregate, reasonably have a Material Adverse Effect and (e) 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, operation and conduct, except for Permits or filings that can be expected obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organizedBorrower shall, validly existing and in good standing under the laws shall cause each other Group Member owned by it, which would otherwise infringe section 151 of the jurisdiction Companies Axx 0000 in relation to the entry into or performance of its organizationany of such Person’s obligations under any Loan Documents or any of the transactions contemplated thereby, (ii) has to, promptly comply with the corporate (or limited partnership or limited liability company or procedures and other form requirements of organization, as applicable) power and authority, and section 155-158 of the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business Companies Axx 0000 in which it is currently engaged, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effectrelation thereto.

Corporate Existence; Compliance with Law. (a) Kimco Odyssey (i) is a ---------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, incorporation; (ii) 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, (iii) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent the where failure to be so qualified and in good standing could not, would not result in the aggregateexposure of Odyssey to losses, reasonably be expected damages or liabilities in excess of $100,000; (iii) has the requisite corporate power and authority and the legal right to have a Material Adverse Effectown, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental 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, Environmental Laws, tax laws and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of the Parent and its Restricted Subsidiaries (a) Kimco (i) is duly organized, validly existing and and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing under the laws of the jurisdiction of its organization, (ii) 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, (iiib) is duly qualified to do business 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 qualificationqualification is necessary, except to the extent where the failure to be so qualified and or in good standing could not, in the aggregate, 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 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, (ivd) 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 could not, in the aggregate, be reasonably expected 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 or filings 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 comply therewith obtain or make could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each Credit Party (a) Kimco (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, incorporation or organization set forth in DISCLOSURE SCHEDULE (ii) 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, 3.1); (iiib) is duly qualified as a foreign corporation to conduct business and is in good standing under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of property or the conduct of its business requires such qualification, except to the extent where the failure to be so qualified and in good standing could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect; (c) has the requisite 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, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws, the Communications Act (and the regulations promulgated thereunder) and FCC Licenses, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (ive) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, communications laws, including the Communications Act, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to the extent that where the failure to comply therewith could notcomply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Each of Holdings and its Subsidiaries (a) Kimco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iib) 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, (iiic) 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 to the extent that the failure to be so qualified and or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) in the case of BMC, such Borrower and, to the extent necessary or desirable in the normal conduct of its business, each Subsidiary, has valid current status and eligibility in good standing under the regulations of the Agencies as an approved seller/servicer, issuer/servicer or lender, as the case may be (including as a FNMA and FHLMC approved Seller/Servicer, a GNMA approved Issuer/Servicer, a HUD Direct Endorsement Lender, a VA approved lender and an FHA approved lender), (e) has any other valid and current classification under the regulations of each of the Agencies necessary or desirable in the normal conduct of its business and (ivf) 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. (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (iv) is in compliance with all Requirements of Law except, in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. (a) Kimco Each Loan Party and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (ii) is duly qualified as a foreign corporation, except for failures which in the aggregate have no Material Adverse Effect; (iii) has the all requisite corporate power and authority, authority and the legal rightright to own, to own pledge, mortgage and operate its propertyproperties, to lease the property it operates as lessee under lease and to conduct the business in which it is currently engaged, (iii) 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 to the extent the failure as now or currently proposed to be so qualified and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and conducted; (iv) is in compliance with all Requirements its certificate 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. incorporation and by-laws; (b) Each Subsidiary (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate (or limited partnership or limited liability company or other form of organization, as applicable) 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, (iii) is duly qualified as a foreign corporation (or limited partnership or limited liability company or other form of organization, as applicable) 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, and (ivv) is in compliance with all other applicable Requirements of Law except, except for such non-compliances as in the case of clauses (i), (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to aggregate have a no Material Adverse Effect; and (vi) 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 or approvals which can be obtained by the taking of ministerial action to secure the grant or transfer thereof or failures which in the aggregate have no Material Adverse Effect. The only Subsidiaries of the Borrower are Chargit, Bee-Gee, El-Bee and EBWVA, each of which is wholly owned by the Borrower. (b) The Subsidiaries of EBWVA do not operate or conduct business and hold no assets.